Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms contained in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms contained in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers Distribution or the Initial Merger and the Subsequent Merger from qualifying for the applicable Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers Distribution or the Initial Merger and the Subsequent Merger from qualifying for the applicable Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions opinion set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers Distribution, the Initial Merger and the Subsequent Merger to qualify for the applicable Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers Distribution or the Initial Merger and the Subsequent Merger from qualifying for the applicable Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers Distribution, the Initial Merger and the Subsequent Merger qualified for the applicable Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are Initial Merger is consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) that it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (ai) Neither Parent nor shall not make or cause to be made any extraordinary transaction, event, or effect as of its Subsidiaries has taken any action the Closing Date (other than the Contemplated Transactions) or knows of any fact (taking into account on the terms contained in day before the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) Closing Date that could reasonably be expected to prevent increase the Mergers from qualifying amount Taxes directly imposed on Sellers or any of their Affiliates or for which Sellers are required to indemnify Parent, the Intended Company or any of their Affiliates under this Agreement. (ii) Parent, the Company, and their Affiliates shall not except to the extent required by law (A) re-file or amend any Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge Return of the terms Company or any Subsidiary of the Company for a Pre-Closing Tax Period or Straddle Period, (B) file Tax Returns for a Pre-Closing Tax Period or a Straddle Period in a jurisdiction where the Company or any Subsidiary of the Company has not historically filed Tax Returns, (C) initiate discussions or examinations with any Governmental Entity regarding Taxes with respect to the Company or any Subsidiary of the Company with respect to any Pre-Closing Tax Period or Straddle Period, (D) make any voluntary disclosures with respect to Taxes with respect to the Company or any Subsidiary of the Company for any Pre-Closing Tax Period or Straddle Period, (E) change any accounting method or adopt any convention that shifts taxable income from a period beginning (or deemed to begin) after the Straddle Date to a taxable period (or portion thereof) ending on or before the Straddle Date or shift deductions or losses from a Pre-Closing Tax Period or Pre-Closing Straddle Period to a period beginning (or deemed to begin for a Straddle Period) after the Straddle Date, or (F) otherwise take any action that could create or increase an indemnity claim under this Agreement with respect to Taxes, in each case, in each case without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed). (iii) For the avoidance of doubt and for all purposes of this Agreement, to the Commercial Term Sheets and extent permitted by applicable Law, all Transaction Tax Deductions shall be allocated to the Separation PrinciplesPre-Closing Tax Period or Pre-Closing Straddle Period, as applicable. The representations and warranties set forth in this Section 5.25(a) are made as All other Transaction Deductions, to the extent permitted by applicable law, shall be allocated to the Post-Closing Tax Period of the Execution DateCompany or any Subsidiary. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (1) For all tax years of the Company not subject to the BBA Rules, if the Company constitutes a “partnership” described by Section 6231(a)(1) of the Code, or if the Company elects to be treated as such pursuant to this Section E(1), the Board shall appoint the Tax Matters Member in compliance with the Code and the Treasury Regulations. All expenses incurred by the Tax Matters Member with respect to any tax matter that does or may affect the Company, or any Member by reason thereof, shall be paid for out of Company assets and shall be treated as Company expenses; provided, however, that the Company shall not be obligated to pay any such expenses incurred as a result of the Tax Matters Member’s bad faith, gross negligence or intentional misconduct. The Company may elect to be treated as a “partnership” described by Section 6231(a)(1) at the discretion of the Board, and each Member shall take such actions as the Board reasonably requests to perfect any such election. References to Code Sections in this Section E(1) are to such provisions as they existed before the enactment of the Bipartisan Budget Act of 2015. (2) For all tax years that are subject to the BBA Rules, the Company’s “partnership representative” (the “Company Representative”) shall be such Person as the Board designates from time to time in accordance with the BBA Rules. Each Member shall take such actions as are necessary or convenient to effect the appointment of a Company Representative that has been selected in accordance with this Section E(2). The Company shall elect into the partnership audit regime enacted by the Bipartisan Budget Act of 2015, and the Company and the Members shall take all actions necessary to effect such election. The Company Representative has full discretion to represent and bind the Company in each audit conducted by any taxing authority, including without limitation the power and authority (i) to make an election under Section 6223 (if available) or Section 6226 of the Code and any Treasury Regulations promulgated in accordance therewith and (ii) to take, and to cause the Company to take, all actions necessary or convenient to give effect to such an election. Each Member agrees to take all actions that the Company Representative informs it are reasonably necessary to effect a decision of the Company Representative in its capacity as such, including without limitation (A) providing any information reasonably requested in connection with any tax audit or related proceeding (which information may be freely disclosed to the Internal Revenue Service or other relevant taxing authorities), (B) paying all liabilities attributable to such Member as the result of an election under Section 6226 of the Code, (C) filing any amended returns that the Company Representative determines to be necessary or appropriate to reduce an imputed underpayment under Section 6225(c) of the Code or (D) paying all liabilities associated with such an amended return. The costs and expenses incurred by a Member in connection with the preceding sentence shall not be treated as expenses of, or Capital Contributions to, the Company. All expenses incurred by the Company Representative with respect to any tax matter that does or may affect the Company, or any Member by reason thereof, shall be paid for out of Company assets and shall be treated as Company expenses; provided, however, that the Company shall not be obligated to pay any such expenses incurred as a result of the Company Representative’s bad faith, gross negligence or intentional misconduct. References to Code Sections in this Section E(2) are to such provisions as amended by the Bipartisan Budget Act of 2015. (3) If any tax audit under the BBA Rules or similar foreign, state, or local laws or regulations results in the imposition of a tax liability on the Company itself and the Company Representative determines in its sole discretion that any portion of such liability (including associated interest and penalties) is specifically attributable to a Member (whether as a result of its status, actions, inactions or otherwise), then at the Company Representative’s election such amount shall (a) Neither Parent nor any be contributed to the Company by such Member, and such contribution shall not be treated as a Capital Contribution for purposes of its Subsidiaries has taken any action determining a Member’s Shares or knows of any fact Company Interest, or (taking into account ii) be deemed to have been distributed to such Member, and a corresponding amount shall be withheld from the terms contained in next distributions to which the Commercial Term Sheets and the terms of any Member would otherwise be entitled. (4) Notwithstanding all other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms provisions of this Agreement, each Member agrees that its obligations to comply with the Commercial Term Sheets Company Representative’s decisions under this Section E shall survive any transfer of its Company interest and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as termination of the Execution Date. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) a tax partnership. Accordingly, each Person that could reasonably ceases to be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company a Member shall, and shall cause its Subsidiaries tonotwithstanding such divestiture, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) reimburse and indemnify the Company against any liability that would be attributed to such party shallPerson under Section E(3) if the Person were a Member at the time of determination, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free promptly provide updated contact information to the same extent Company upon any change to such information until the fourth anniversary of the Company’s status as would have been the case had the Mergers qualified for the Intended Tax Treatmenta tax partnership is terminated. (e5) Beginning If a Member is permitted under the Code to participate in Company-level administrative or judicial tax proceedings, such Member shall be responsible for all expenses incurred by it in connection with such participation. The cost of any adjustments to all Members and the cost of any resulting audits or adjustments of Members will be borne solely by the Members without reimbursement by the Company. (6) For the avoidance of doubt, the Tax Matters Member and the Company Representative are each “officers of the Company” for purposes of Section 8.2 and Article 10. (7) No Member shall file a notice with the Internal Revenue Service under Section 6222 of the Code in connection with such Member’s intention to treat an item on such Member’s federal income tax return in a manner which is inconsistent with the treatment of such item on the date Company’s federal income tax return unless such Member has, not less than thirty (30) days prior to the filing of such notice, provided the Board with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the Board shall reasonably request. (8) Any Member entering into a settlement agreement with the Internal Revenue Service that is 90 concerns a Company item shall notify the Board of such settlement agreement and its terms within thirty (30) days following after the date on which thereof. (9) Except to the S-4 Registration Statement becomes effective, and every 90 days thereafter until extent specifically provided in the date Code or Treasury Regulations (or the Mergers are consummatedlaws of another relevant taxing jurisdiction) or otherwise provided herein, the Board, in its sole discretion, shall have exclusive authority to act for or on behalf of the Company with regard to tax matters, including the authority to make (or decline to make) any available tax elections (including elections under Section 754 of the Code). The Board shall prepare and file or cause to be prepared and filed any federal, state, local and foreign tax returns for the Company and shall be the sole signatory to such returns, except to the extent any other Person is required by law to also sign such returns. The Company shall deliver to Parent, and Parent shall deliver each Member a Schedule K-1 relating to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) such Member’s interest in the case of the certificate of ParentCompany within 90 days after each taxable year, that (1) the representation set forth in Section 5.25(a) is true and correct or as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct soon as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c)reasonably practicable thereafter. (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. No later than one hundred eighty (a180) Neither Parent nor days after the Closing Date, Purchaser shall prepare and deliver to the Motion Companies for each of their consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the Purchase Price (and any other items that are required for federal income Tax purposes to be treated as Purchase Price) among the Transferred Assets (such schedule, the “Allocation”). If the Motion Companies raise any objection to the Allocation within ten (10) Business Days of its Subsidiaries has taken any action or knows of any fact (taking into account the terms contained in the Commercial Term Sheets receipt thereof, Purchaser and the terms Motion Companies shall negotiate in good faith to resolve such objection(s). If the Motion Companies do not raise any objection to the Allocation within ten (10) Business Days of the receipt thereof, the Motion Companies shall be deemed to have conclusively accepted the Allocation. If, and to the extent the parties are unable to agree on the Allocation, each of the Motion Companies, on the one hand, and the Purchaser, on the other hand, shall be free to allocate the Purchase Price (and any other items that are required for federal income Tax purposes to be treated as Purchase Price) among the Transferred Assets without regard to the allocation of any other agreements party. In the event the parties agree to the Allocation, Purchaser and each Motion Company shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation as finally agreed upon, and shall take no position contrary thereto or arrangements as described inconsistent therewith (including in any audits or examinations by any Governmental Authority or any other Proceeding) without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Purchaser or the Motion Companies from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation, and neither Purchaser nor the Motion Companies shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Allocation. In the event the parties agree to the Allocation, Purchaser and the Motion Companies shall cooperate in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge filing of any forms (including Form 8594 under Section 1060 of the terms Code) with respect to the Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. Notwithstanding any other provision of this Agreement, the Commercial Term Sheets terms and the Separation Principles. The representations and warranties set forth in provisions of this Section 5.25(a8.15 shall survive the Closing until the liquidation and winding up of Motion Companies (but in no event later than sixty (60) are made as days after the expiration of the Execution Date. (b) Neither the Company nor any applicable statute of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(climitations). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (ai) Neither Parent nor Any Tax sharing agreement between Seller and the Company shall terminate as of the Closing Date and shall have no further effect for any taxable year. (ii) Notwithstanding anything to the contrary contained in Section 9.3 hereof, Purchaser shall not have the right to participate in any Tax audit, examination, proceeding or claim that involves a consolidated, combined or unitary group of its Subsidiaries has taken any action Seller or knows to consent to the settlement of any fact such Tax audit, examination, proceeding or claim in any case so long as the resolution thereof would not (taking into account the terms contained in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could would not reasonably be expected to) have a material adverse effect on Purchaser or a Material Adverse Effect on the Company for any Tax period ending after the Closing Date. Seller shall have the right to prevent control any other Tax audit, examination, proceeding or claim with respect to a taxable period ending on or before the Mergers from qualifying for Closing Date, and Purchaser shall have the Intended right to control the defense of any Tax Treatmentaudit, examination and proceeding or claim relating to a taxable period beginning before, and ending after, the Closing Date. Parent is making Except as provided in the foregoing representation first sentence hereof, the non-controlling party shall have the right to participate in the defense of any such Tax audit, examination, proceeding or claim, and warranty after consultation with its the controlling party may not settle any such Tax counsel and with full knowledge audit, examination, proceeding or claim without the prior written consent of the terms non-controlling party, such consent not to be unreasonably withheld, delayed or conditioned; provided that Purchaser’s consent shall not be required if such settlement would not impact the Tax position of this Agreement, Purchaser or the Commercial Term Sheets and Company in taxable periods ending after the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Closing Date. (biii) Neither Seller shall be entitled, without duplication, to (i) any Tax refunds, including interest paid therewith and (ii) any amounts attributable to the Company nor that are credited against any of its Subsidiaries has taken Tax or to which the Company becomes entitled, in each case with respect to any action Tax period ending on or knows before the Closing Date or, in the case of any fact Tax period that begins on or before the Closing Date and ends after the Closing Date, the portion thereof that ends on the Closing Date (taking into account in either such case, a “Pre-Closing Tax Period”). Purchaser shall forward or reimburse to Seller in cash, any such Tax refund received or the terms amount of any such credit, within ten (10) days after actual receipt of such refund or application and utilization of such credit. (iv) Purchaser, the Company and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 6.10 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser and the Company, on one hand, and Seller, on the other, agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the Commercial Term Sheets statute of limitations (and, to the extent notified by Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Purchaser and the terms Company or Seller, as the case may be, shall allow the other party to take possession of such books and records; provided that Seller shall not be required to provide any consolidated, combined or unitary Tax Return that includes Seller or a Subsidiary of Seller other agreements than the Company, except to the extent necessary for Purchaser to determine a Tax attribute or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge Liability of the terms of this Agreement, Company with respect to any taxable period (or portion thereof) beginning after the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Closing Date. (cv) Each of Parent and If, after the Closing Date, Purchaser or the Company receives any notice, letter, correspondence, claim or decree relating to any Pre-Closing Tax Period from any Governmental Authority (“Tax Notice”), Purchaser or the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to Purchaser or the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in as the case of the certificate of Parentmay be, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(esuch Tax Notice to Seller within ten (10) and days after receipt thereof. Similarly, if Seller receives a Tax Notice, Seller shall deliver such Tax Notice to Purchaser within ten (ii10) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c)days after receipt thereof. (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (ai) Neither Parent nor The Sellers shall cause to be prepared, and Target shall file or cause to be filed, with the appropriate Governmental Authorities all Tax Returns required to be filed by Target for any taxable period ending on or prior to the Closing Date and Target shall remit any Taxes due in respect of its Subsidiaries has taken such Tax Returns. Buyer shall prepare and cause Target to file with the appropriate Governmental Authorities all Tax Returns required to be filed by it for any action or knows of any fact taxable period ending after the Closing Date. (taking into account the terms contained in the Commercial Term Sheets ii) Buyer and the terms Sellers recognize that each of any other agreements them will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer and/or Target to the extent such records and information pertain to events occurring on or arrangements as described in prior to the Separation PrinciplesClosing Date; therefore, Buyer agrees to cause Target to (A) that could reasonably be expected use its best efforts to prevent properly retain and maintain such records for a period of six (6) years from the Mergers from qualifying date the Tax Returns for the Intended Tax Treatment. Parent is making year in which the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge Closing occurs are filed or until the expiration of the terms statute of limitations with respect to such KINDERHOOK SYSTEMS, INC. STOCK PURCHASE AGREEMENT -34- 40 year, whichever is later, and (B) allow the Sellers and their agents and representatives at times and dates mutually acceptable to the Parties, to inspect, review and make copies of such records as such other party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and at the requesting Party's expense. (iii) The Sellers shall reimburse Buyer for the Taxes relating to Pre-Closing Tax Periods, but which are payable in respect of Tax Returns to be filed by Buyer pursuant to Section 6(g)(i) hereof within ten (10) business days after receipt by the Sellers of signed copies of such Tax Returns as filed; however, only to the extent such Taxes are in excess of the reserve for such Tax Liability used to determine the Net Working Capital of Target. (iv) For purposes of this Agreement, in the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows case of any fact Taxes payable for a taxable period that begins on or before and includes (taking into account but does not end on) the terms Closing Date, the portion of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying such Tax for the Intended Pre-Closing Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo Period shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (ix) in the case of any Taxes not based on or related to gross or net income, revenues or other receipts (including, but not limited to, real property Taxes), be deemed to be the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date amount of such certificate Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period, and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (iiy) in the case of any Taxes based on or related to gross or net income, revenues or other receipts be deemed to include the certificate amount which would be payable if the relevant taxable period ended on and included the Closing Date. (v) Neither Buyer nor Target shall be liable for any Taxes resulting solely from the conversion by Target to the accrual basis of tax accounting from the cash basis of Tax accounting. The Sellers shall reimburse Buyer for any Taxes for which either Buyer or Target become liable due solely to such conversion. (vi) The Sellers and Buyer shall join in making a timely election under Section 338(h)(10) of the CompanyCode and any similar state law provisions in all applicable states (including any statutes comparable to under Section 338(g) of the Code) with respect to the sale and purchase of the Shares pursuant to this Agreement (the "Section 338(h)(10) Elections"), that and each party shall provide to the others all necessary information to permit such elections to be made. To facilitate such elections, at the Closing, the Sellers shall deliver to the Buyer an Internal Revenue Service Form 8023 and any similar form prescribed under applicable state Tax law (1the "Forms") with respect to the representation Section 338(h)(10) Elections, which Forms shall have been duly executed by an authorized person for Sellers and shall include such attachments to the Forms as are necessary to include the consent of each Seller to the Section 338(h)(10) Elections ("Consent"). Each such Consent shall be executed by the respective Seller under penalties of perjury and shall otherwise comply with any requirements set forth in Section 5.25(b) is true the Code, applicable Treasury regulations and correct as if made on the date Forms. Buyer shall use reasonable efforts to assist Seller in reducing any Tax liabilities resulting from the Section 338(h)(10) Elections. All Taxes attributable to the Section 338(h)(10) Elections KINDERHOOK SYSTEMS, INC. STOCK PURCHASE AGREEMENT -35- 41 made pursuant to this Section 6(g)(v) shall be the liability of the Sellers, including, but not limited to, Taxes on ordinary income attributable to the deemed sale of the Target's accounts receivable and other similar assets pursuant to the Section 338(h)(10) Elections; provided, that should any additional state income Taxes be imposed by reason of the treatment of a portion of the gain realized on the deemed sale of the Target's assets as ordinary income rather than capital gain, Buyer shall reimburse the Sellers for such certificate additional Tax liability. The amount (if any) payable by Buyer to Sellers pursuant to the immediately preceding sentence with respect to a particular state shall be the excess (if any) of (i) the amount of state income Tax actually imposed on the gain realized on the deemed sale of the Target's assets, over (ii) the amount of state income Tax that would have been imposed on such gain if all such gain were taxed at the state income Tax rate applicable to capital gains. In connection with such elections, within sixty (60) days following the Closing Date, Buyer and the Sellers shall act together in good faith to determine and agree upon the allocation of the "deemed sale price" to the assets of Target in accordance with Treasury Regulation Section 1.338(h)(10)-1(f) and the other regulations under Section 338 of the Code. Notwithstanding the generality of the immediately preceding sentence, Buyer and the Sellers agree that the "deemed sale price" shall be allocated to the fixed assets and the monetary assets of Target at their fair market value as of the Closing Date as determined in accordance with GAAP, consistently applied, and the balance of the "deemed sale price" shall be allocated to goodwill and other intangible assets of Target. The parties agree that for purposes of this allocation, (A) the portion of the "deemed sale price" allocated to the non- competition covenant shall not exceed $50,000, and (2B) it has consulted the fair market value of the fixed assets is their depreciated value. Both Buyer and the Sellers shall report the tax consequences of the transactions contemplated by this Agreement consistently with Skaddensuch allocations and shall not take any position inconsistent with such allocations in any Tax Return or otherwise. The Sellers shall be liable for, Arpsand shall indemnify and hold Buyer and Target harmless against, Slate, Xxxxxxx & Xxxx LLP any Taxes or other costs attributable to (“Skadden”i) and Skadden has indicated that it expects a failure on the part of the Sellers to take all actions required of them under this Section 6(g)(vi); or (ii) a failure on the part of Target to qualify as an "S corporation" for which the Section 338(h)(10) Elections may be able to deliver the opinion set forth in Section 6.03(c)made. (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows In the case of any fact taxable period that includes (taking into account but does not end on) the terms contained in Closing Date (a “Straddle Period”), the Commercial Term Sheets amount of any Taxes based on or measured by income or receipts of Sellers for all tax periods ending on or before the Closing Date and the terms of any other agreements or arrangements as described in portion through the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge end of the terms Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”) shall be determined based on an interim closing of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made books as of the Execution Dateclose of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Sellers hold a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Sellers for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. (b) Neither Each Party shall cooperate fully, as and to the Company nor extent reasonably requested by any other Party, in connection with the filing of its Subsidiaries has taken Tax Returns pursuant to this Section 5.03 and any action audit, litigation, or knows other Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information that are reasonably relevant to any such audit, litigation, or other Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any fact material provided hereunder. Each Party agrees (taking into account A) to retain all Books and Records with respect to Tax matters relating to any taxable period beginning before the terms Closing Date until the expiration of the Commercial Term Sheets and statute of limitations (and, to the terms of extent notified by the Buyer, any other agreements or arrangements as described in the Separation Principlesextensions thereof) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreementrespective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Parties reasonable written notice prior to transferring, destroying, or discarding any such Books and Records and, if the Buyer so requests, the Commercial Term Sheets and Seller shall allow the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts Buyer to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date take possession of such certificate Books and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c)Records. (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. a. Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges (each, a “Transfer Tax”) which may be payable by reason of the acquisition of the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Sellers. Purchaser and Sellers shall, or, in the case of Purchaser, shall cause the Purchaser Designees to, cooperate to prepare and timely file any Tax Returns required to be filed in connection with Transfer Taxes described in the immediately preceding sentence. Purchaser and Sellers further agree, upon request, to, or, in the case of Purchaser, shall cause the Purchaser Designees to, use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the transactions contemplated hereby. b. All real and personal property Taxes and similar ad valorem taxes (“Property Taxes”) imposed on, or levied with respect to, the Acquired Assets for any Tax Period commencing on or prior to the Closing Date and ending on or after the Closing Date (a “Straddle Period”) shall be prorated between Purchaser or the Purchaser Designees and Sellers as of the end of the Closing Date, with (a) Neither Parent Sellers being liable for such Taxes attributable to any portion of a Straddle Period ending on the Closing Date and (b) Purchaser or the Purchaser Designees being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Sellers based upon the number of days in the Straddle Period ending on the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser or the Purchaser Designees based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Sections 2.3 and 2.4, all Liabilities for Taxes other than Property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Period. c. The purchase price, and any items treated as purchase price for relevant income Tax purposes, shall be allocated to the Acquired Assets for all Tax purposes in accordance with Schedule 11.1(c), which Purchaser and Sellers acknowledge and agree has been prepared in a manner consistent with the fair market value of the Acquired Assets and, as applicable, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or foreign law, as appropriate), and which may be amended by the mutual written consent by the parties after the Closing (such schedule, the “Allocation Schedule”). Purchaser and Sellers shall, or, in the case of Purchaser, cause the Purchaser Designees to, report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser, the Purchaser Designees, or Sellers from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule with respect to any Taxes for which such party is responsible pursuant to this ARTICLE XI, and neither Purchaser nor the Purchaser Designees nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of its Subsidiaries has taken any action or knows the Allocation Schedule. Purchaser and Sellers shall, or, in the case of Purchaser, cause the Purchaser Designees to, cooperate in the filing of any fact forms (taking into account including IRS Form 8594 under Section 1060 of the terms contained in Code) with respect to the Commercial Term Sheets and contents of the terms of Allocation Schedule, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. Notwithstanding any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms provision of this Agreement, the Commercial Term Sheets terms and provisions of this Section 11.1(c) shall survive the Closing without limitation. d. Purchaser and Sellers agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Acquired Assets, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Tax Returns by Purchaser, the Purchaser Designees, or Sellers, the making of any election relating to Taxes, the preparation for any audit by any taxing authority and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (b) Neither the Company nor any of its Subsidiaries has taken any action prosecution or knows defense of any fact (taking into account the terms of the Commercial Term Sheets claim, suit or proceeding relating to any Tax. Purchaser and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company Sellers shall, and shall cause its Subsidiaries toor, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of Purchaser, cause the certificate Purchaser Designees to, cooperate fully with each other in the conduct of Parentany audit, litigation or other proceeding relating to Taxes involving the Acquired Assets. Sellers shall promptly notify Purchaser or the Purchaser Designees in writing upon receipt by Sellers of notice of any pending or threatened Tax audits, assessments or other proceedings relating to the income, properties or operations of Seller that (1) the representation set forth in Section 5.25(a) is true and correct as if made reasonably may be expected to relate to or give rise to a Lien on the date Acquired Assets or the Business or otherwise be binding on or adversely affect Purchaser or the Purchaser Designees. Each of such certificate Purchaser and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) Sellers shall, or, in the case of Purchaser, cause the certificate Purchaser Designees to, promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c)Purchase Price allocation. (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (a) Neither Parent nor any Each party shall promptly notify the ---------------------- other party of its Subsidiaries has taken any action or knows the commencement of any fact demand, claim, audit, examination, Action or other proposed change or adjustment by any Taxing Authority concerning any Tax which is the other party's responsibility pursuant to Section 5.2(g) or Section 5.3(c), as the case may be (taking into account each a "TAX CLAIM"). Such notice shall contain factual information describing the terms contained asserted Tax Claim in the Commercial Term Sheets reasonable detail and the terms shall include copies of any notice or other agreements or arrangements as described document received from any Taxing Authority in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended respect of any such asserted Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution DateClaim. (b) Neither The Selling Shareholder, at its own expense, shall have the sole right to represent the Company's interests in any Tax Claim relating to any taxable period of the Company nor any ending on or prior to the Closing Date and to employ counsel of its Subsidiaries has taken choice. The Purchaser shall have the right to participate in such Action at its own expense. The Selling Shareholder shall not consent to any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) settlement that could reasonably would be expected to prevent have an adverse effect on the Mergers from qualifying for Taxes of the Intended Tax TreatmentCompany in any period after the Closing Date without Purchaser's consent, which consent shall not be unreasonably withheld. The Company is making Purchaser's consent shall in no way reduce any indemnification due to the foregoing representation and warranty after consultation with its Purchaser under Section 5.2. If the Selling Shareholder elects to control the defense, compromise or settlement of any Tax counsel and with full knowledge Claim, the Selling Shareholder shall keep the Purchaser informed of the terms progress and disposition of this Agreement, the Commercial Term Sheets and the Separation Principlessuch Tax Claim. The representations and warranties set forth in this Section 5.25(a) are made as Purchaser shall handle any Tax matters of the Execution DateCompany for periods ending on or prior to the Closing Date which the Selling Shareholder elects in writing not to control. (c) Each With respect to any taxable period of Parent the Company beginning before and ending after the Closing Date, the Purchaser shall control, and the Company shallSelling Shareholder, and at its own expense, shall cause its Subsidiaries to, use its reasonable best efforts have the right to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parentparticipate in, the Company defense and SpinCo settlement of any Tax Claim and each party shall (cooperate with the other party at its own expense and there shall cause its respective Subsidiaries to) use its reasonable best efforts to cause be no settlement or closing or other agreement with respect thereto without the Mergers to qualify for consent of the Intended Tax Treatmentother party, including by which consent shall not taking any action be unreasonably withheld; provided, that could reasonably be expected to prevent such qualification. If if either party discoversshall refuse to consent to any settlement, after closing or other agreement with respect to any such Claim that the date of this Agreement, any fact that could reasonably be expected other party proposed to prevent the Mergers from qualifying for the Intended Tax Treatmentaccept (a "PROPOSED SETTLEMENT"), then (i) the Liability with respect to the subject matter of the Proposed Settlement shall be limited to the amount that such party shallLiability would have been if the Proposed Settlement had been accepted, as soon as possible, notify the other party and (ii) the parties other party shall cooperate be responsible for all Liabilities and expenses incurred or imposed thereafter in good faith and exercise their reasonable best efforts to effect connection with the Transactions using an alternative structure that would be tax-free contest of such Tax Claim, except to the same extent as that the final settlement imposes less Liability on the party who proposed to accept the Proposed Settlement than the Proposed Settlement would have been the case had the Mergers qualified for the Intended Tax Treatmentimposed. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (a) Neither Parent nor any The allocation of its Subsidiaries has taken any action or knows of any fact (taking into account Tax liability between the terms contained in the Commercial Term Sheets Pre-Closing Period and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably Post-Closing Period compromising a Straddle Period shall be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date.follows: (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the certificate amount of Parent, that (1) Taxes attributable to any Pre-Closing Period or Post-Closing Period included in the representation set forth in Section 5.25(a) is true Straddle Period shall be determined by closing the books of the applicable corporation as of the close of the Closing Date and correct as if made on the date by treating each of such certificate Pre-Closing Period and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and Post-Closing Period as a period; (ii) in the case of Taxes that are determined on a basis other than income, gross receipts or specific transactions, the certificate amount of Taxes attributable to any Pre-Closing Period included in the Straddle Period shall be equal to the amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period included in the Straddle Period and the denominator of which is the total number of days in the Straddle Period, and the amount of such Taxes attributable to any Post-Closing Period included in a Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Period included in such Straddle Period; and (iii) any deductions in respect of Company Options exercised in connection with the Closing treated as compensation shall be treated as arising in the Pre-Closing Period. (b) Acquirer shall promptly notify both the Stockholders’ Agent and Xxxx Sparta in writing upon receipt by the Acquirer, the Company or any of its Subsidiaries or the Final Surviving Entities of a written notice of any pending or threatened Tax Proceeding for which the Effective Time Holders may have liability pursuant to this Agreement; provided, however, any failure or delay by the Acquirer to provide notice of a Tax Proceeding shall not reduce or otherwise affect the obligation of the Effective Time Holders hereunder, except and only to the extent that the Effective Time Holders are materially prejudiced by such failure to give notice. The Stockholders’ Agent, at the Effective Time Holders’ expense, shall have the right to participate in any such Tax Proceeding. Acquirer shall provide the Stockholders’ Agent with copies of all written communications, materials and submissions related to such Tax Proceeding received from, or provided to, a Governmental Entity and to have a reasonable opportunity to comment on any such written materials to be provided to the Governmental Entity. Acquirer shall keep the Stockholders’ Agent informed on a timely basis of all developments. Acquirer shall control all Tax Proceedings in all respects and shall have the right to resolve or settle such Tax Proceedings in its sole discretion, provided that if Acquirer resolves or settles such Tax Proceedings without the prior written consent of the Stockholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been withheld if the Stockholders’ Agent does not object within thirty (30) days after a written request for such consent by Acquirer that is delivered to both the Stockholders’ Agent and Xxxx Sparta (subject to the right of Acquirer to delivery of a second request in the manner provided in Section 8.8 and a deemed consent of the Stockholders’ Agent to such settlement if not objected to by the Stockholders’ Agent within ten (10) days following receipt of such second request by both the Stockholders’ Agent and Xxxx Sparta), such settlement or resolution by Acquirer of any such Tax Proceeding shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Stockholders’ Agent has consented to any such settlement or resolution, neither the Stockholders’ Agent Table of Contents nor any Effective Time Holder shall have any power or authority to object under Section 8.5 or any other provision of Article 8 to the amount of any claim by or on behalf of any Acquirer Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution. (c) Acquirer, the Company, its Subsidiaries, the Final Surviving Entity and the Stockholders’ Agent shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any Tax Proceeding; provided that the Stockholders’ Representative shall not be required to prepare or file any Tax Returns or represent any Person in any Tax Proceeding. Such cooperation shall include the retention and (1upon the other party’s request) the representation set forth in Section 5.25(b) is true provision of records and correct as if made information that are reasonably relevant to any Tax Proceeding and making employees available on the date a mutually convenient basis to provide additional information and explanation of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c)any material provided hereunder. (fd) The Acquirer shall prepare and file, at its own expense, all Tax Returns of the Company and Holdco that are due after the Effective Time and that have not been filed prior to the Effective Time. All Tax Returns of the Company or Holdco that cover a Pre-Closing Period will be prepared in a manner consistent with prior Tax Returns, unless required otherwise by applicable Law. Acquirer shall reasonably consult provide any such Income, Sales or Use Tax Return to the Stockholders’ Agent for its review, comment and consent to filing, which shall not be unreasonably withheld, conditioned or delayed, no less than twenty (20) days prior to the due date for filing such Tax Return (including extensions). If there is a dispute between the Stockholders’ Agent and Acquirer regarding the treatment of any item with Parent regarding respect to such Tax Return, such dispute shall be referred to an independent accounting firm for resolution, and the decision of the independent accounting firm shall be final and binding, and its fees and costs shall be paid one-half by the Effective Time Holders and one-half by Acquirer. (e) Acquirer shall prepare or cause to be prepared and file or cause to be filed, a claim for a refund (including IRS Form 1139) or amended Tax Returns to effect a carryback of any material item of loss, deduction or credit on any Income Tax planning strategies Returns for the Stub Period to Pre-Closing Periods to the fullest extent permitted by Law. Acquirer shall pay to the Effective Time Holders an amount, in cash, equal to any refund of Income Taxes received or transactionscredited. This paragraph shall not apply to the extent that the refund was included in the calculation of the Company Net Working Capital.

Additional Tax Matters. (ai) Neither All tax sharing agreements, arrangements and practices between the Company (and any affiliate of the Company), on the one hand, and any other party, on the other hand, shall be terminated on or before the Effective Date. After the Effective Date, none of the Company (or any affiliate of the Company) shall have any rights or obligations under any such tax sharing agreement, arrangement or practice. (ii) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate with Parent nor in all tax matters, including by maintaining and making available to Parent and its affiliates all books and records relating to taxes. (iii) To the extent Section 6043A of the Code applies to the transactions contemplated by this Agreement, the parties shall cooperate with each other and provide each other with all information as is reasonably necessary for the parties to satisfy the reporting obligations under Section 6043A of the Code. (iv) Parent shall, at its option, make an election pursuant to Section 338(g) of the Code with respect to the Company or any of its Subsidiaries. (v) The Company shall not knowingly and shall ensure that none of its Subsidiaries has taken knowingly takes any action or knows of enters into any fact transaction, other than a transaction contemplated by this Agreement (taking into account the terms contained including any Pre-Acquisition Reorganization as Parent or Sub may request pursuant to Section 4.09 or any transaction disclosed in the Commercial Term Sheets and the terms of any other agreements Company Letter) or arrangements as described a transaction undertaken in the Separation Principles) ordinary course of business consistent with past practice, that could would reasonably be expected to prevent have the Mergers from qualifying for effect of materially reducing or eliminating the Intended amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Treatment. Parent is making Act otherwise available to Sub in respect of the foregoing representation non-depreciable capital properties owned by the Company and warranty after consultation its Subsidiaries as of the date of this Agreement or acquired by such entities subsequent to the date of this Agreement in accordance with its Tax counsel and with full knowledge of the terms of this Agreement, without first consulting with and obtaining the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each consent of Parent or Sub, such consent not to be unreasonably withheld, conditioned or delayed, with reasonableness to be determined considering the relative costs and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts benefits to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c)its Subsidiaries. (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account To the terms contained extent not otherwise provided in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, Seller shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Commercial Term Sheets Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Seller based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the Separation Principlesnumber of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Seller, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.5(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The representations and warranties set forth in proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that Buyer or Seller makes any payment for which it is entitled to reimbursement under this Section 5.25(a7.5(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) are made days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the Execution Datereimbursement. (b) Neither the Company nor any Seller shall use commercially reasonable efforts to promptly notify Buyer in writing upon receipt by Seller of its Subsidiaries has taken any action or knows notice of any fact (taking into account pending or threatened Tax audits or assessments relating to the terms income, properties or operations of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) Seller that could reasonably may be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts relate to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts or give rise to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning a Lien on the date that is 90 days following Purchased Assets or the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c)Business. (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (a) Neither Parent nor Any sales, use, purchase, transfer, franchise, deed, fixed asset, stamp, documentary stamp, use or other Taxes and recording charges which may be payable by reason of the purchase and sale of the Purchased Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by Purchaser, and Purchaser shall indemnify, defend (with counsel reasonably satisfactory to the Purchaser), protect, and save and hold the Purchaser harmless from and against any and all claims, charges, interest or penalties assessed, imposed or asserted in relation to any such Taxes. (b) The Purchaser shall, within one-hundred twenty (120) days after the Closing Date, prepare and deliver to MSN for its consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the Purchase Price (and any other items that are required for federal income tax purposes to be treated as part of its Subsidiaries has taken the purchase price) among the Purchased Assets (such schedule, the “Allocation”). If MSN raises any action objection to the Allocation within twenty (20) days of the receipt thereof, the Purchaser and MSN will negotiate in good faith to resolve such objection(s). The Purchaser, Sellers and MSN shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation as finally agreed upon, and shall take no position contrary thereto or knows inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding) without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent Purchaser, MSN, or Sellers from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither Purchaser, MSN or Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging such Allocation. The Purchaser, Sellers and MSN shall cooperate in the filing of any fact forms (taking into account including Form 8594 under Section 1060 of the terms contained in Code) with respect to such Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Commercial Term Sheets Purchase Price. If and to the terms extent the parties are unable to agree on such Allocation, the parties shall retain a mutually agreed upon accounting firm of national repute to resolve such dispute. Notwithstanding any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms provision of this Agreement, the Commercial Term Sheets terms and the Separation Principles. The representations and warranties set forth in provisions of this Section 5.25(a11.1(b) are made as of shall survive the Execution DateClosing without limitation. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account Notwithstanding anything to the terms contained contrary in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, Buyer shall not, and, following the Commercial Term Sheets Closing, shall not permit any Company or Company Subsidiary to, take any action outside the ordinary course of business or make any tax election (except as contemplated by Section 10.3, and the Separation Principles. The representations and warranties set forth in this except for any election pursuant to Section 5.25(a338(g) are made as of the Execution Code) after the Closing that would increase the Tax liability or the taxable income of any Seller or Affiliate of any Seller (including any Company or Company Subsidiary for any tax period (or portion thereof) ending on or before the Closing Date), and shall indemnify and hold harmless the Sellers from and against any liability for Taxes: (i) resulting from any such action or election; and (ii) resulting from any election pursuant to Section 338(g) of the Code to the extent (and only to the extent) that such liability is directly attributable to items other than those related to the recognition of “subpart F income” as defined in Section 952(a) of the Code derived by any Company or Company Subsidiary with respect to any Pre-Closing Tax Period. (b) Neither the Any Tax allocation, sharing, reimbursement or similar agreement between any Company nor or Company Subsidiary and any of its Subsidiaries has taken Seller, Cenveo, or other Person (other than any action Company or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation PrinciplesCompany Subsidiary) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made shall terminate as of the Execution DateClosing Date and shall have no further effect for any taxable year (specifically excluding any Tax reimbursement provisions contained in any financing, lease or other commercial agreements as more specifically described in Section 3.11(i)). (c) Each Notwithstanding anything to the contrary contained in Section 9.2(c) hereof, Buyer shall not have the right to participate in any Tax audit, examination, proceeding or claim that involves a consolidated, combined or unitary group of Parent Cenveo or any of its Affiliates or to consent to the settlement of any such Tax audit, examination, proceeding or claim. Cenveo Corp shall have the right to control, at its own expense, any other Tax audit, examination, proceeding or claim with respect to a taxable period ending on or before the Closing Date, and Buyer shall have the right to control, at its own expense, the defense of any Tax audit, examination, proceeding or claim relating to a taxable period beginning before, and ending after, the Closing Date. Except as provided in the first sentence hereof, the non-controlling party shall have the right to participate at its own expense in the defense of any such Tax audit, examination, proceeding or claim, and the Company shallcontrolling party may not settle any such Tax audit, and shall cause its Subsidiaries toexamination, use its reasonable best efforts proceeding or claim without the prior written consent of the non-controlling party, such consent not to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c)be unreasonably withheld, including by providing the certificates described in Section 6.02(e) and Section 6.03(c)delayed or conditioned. (d) Each of ParentThe Sellers shall be entitled, the Company and SpinCo shall (and shall cause its respective Subsidiaries without duplication, to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then : (i) such party shallany Tax refunds, as soon as possible, notify the other party including interest paid therewith; and (ii) any amounts attributable to any Company or Company Subsidiary that are credited against any Tax or to which any Company or Company Subsidiary becomes entitled, in each case with respect to any Tax period ending on or before the parties Closing Date or any Pre-Closing Straddle Period (in either such case, a “Pre-Closing Tax Period”). Any excess of the amount of Tax accrued in Final Closing Working Capital for a Pre-Closing Tax Period over the amount actually due shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent treated as would have been the case had the Mergers qualified a refund for the Intended Tax Treatmentpurposes of this Section 10.2(d). (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effectiveBuyer and Cenveo Corp shall cooperate fully, as and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificateextent reasonably requested by the other party, in form connection with the filing of Tax Returns pursuant to Section 10.1 and substance any audit, litigation or other proceeding with respect to Taxes pursuant to Section 10.2(c). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably satisfactory relevant to the recipientany such Tax Return, stating audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Cenveo Corp agree: (i) in to retain all books and records with respect to Tax matters pertinent to the case Company relating to any taxable period beginning before the Closing Date until the expiration of the certificate statute of Parentlimitations (and, that (1to the extent notified by Buyer or Cenveo Corp, any extensions thereof) of the representation set forth in Section 5.25(a) is true respective taxable periods, and correct as if made on the date of such certificate and (2) it has consulted to abide by all record retention agreements entered into with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) any Governmental Authority; and (ii) in to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or Cenveo Corp, as the case may be, shall allow the other party to take possession of the certificate of the Companysuch books and records; provided, that Cenveo Corp shall not be required to provide any consolidated, combined or unitary Tax Return that includes Cenveo, Cenveo Corp or a Subsidiary of Cenveo Corp other than the Companies or Company Subsidiaries, except to the extent necessary for Buyer to determine a Tax attribute or Liability of any Company or Company Subsidiary with respect to any Tax period (1or portion thereof) beginning after the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c)Closing Date. (f) The If, after the Closing Date, Buyer or the Company receives any notice, letter, correspondence, claim or decree relating to any Pre-Closing Tax Period from any Governmental Authority (“Tax Notice”), Buyer shall reasonably consult deliver a copy of such Tax Notice to Cenveo Corp within ten (10) days after receipt thereof. Similarly, if Cenveo Corp receives a Tax Notice, Cenveo Corp shall deliver a copy of such Tax Notice to Buyer within ten (10) days after receipt thereof, except in the case of any such Tax Notice with Parent regarding respect to consolidated, combined or unitary Income Tax Returns described in Section 10.1(a) and which could not adversely affect the Tax Liability of any material Company or Company Subsidiary for periods following the Closing (it being understood that Cenveo Corp shall not be required to deliver any portion of a Tax planning strategies or transactionsNotice that could not affect such Tax Liability).

Additional Tax Matters. (a) Neither Parent nor Any sales, use, purchase, transfer, franchise, deed, fixed asset, stamp, documentary stamp, use or other Taxes and recording charges which may be payable by reason of the sale of the Purchased Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be borne and timely paid by the Purchaser (collectively, the “Transfer Taxes”), and the Purchaser shall indemnify, defend (with counsel reasonably satisfactory to the Purchaser), protect, and save and hold the Sellers harmless from and against any and all claims, charges, interest or penalties assessed, imposed or asserted in relation to any such Transfer Taxes. (b) The Purchaser shall, within one-hundred twenty (120) days after the Closing Date, prepare and deliver to HUSA for its consent (which consent shall not be unreasonably withheld, delayed or conditioned) a schedule allocating the Purchase Price (and any other items that are required for federal income tax purposes to be treated as part of its Subsidiaries has taken the purchase price) among the Purchased Assets (such schedule, the “Allocation”). If HUSA raises any action objection to the Allocation within twenty (20) days of the receipt thereof, the Purchaser and HUSA will negotiate in good faith to resolve such objection(s). The Purchaser, Sellers and HUSA shall report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation as finally agreed upon, and shall take no position contrary thereto or knows inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding) without first giving the other party prior written notice; provided, however, that nothing contained herein shall prevent the Purchaser, HUSA, or Sellers from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation, and neither the Purchaser, HUSA or Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging such Allocation. The Purchaser, Sellers and HUSA shall cooperate in the filing of any fact forms (taking into account including Form 8594 under Section 1060 of the terms contained in Code) with respect to such Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Commercial Term Sheets Purchase Price. If and to the terms extent the parties are unable to agree on such Allocation, the parties shall retain a mutually agreed upon accounting firm of national repute to resolve such dispute. Notwithstanding any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms provision of this Agreement, the Commercial Term Sheets terms and the Separation Principles. The representations and warranties set forth in provisions of this Section 5.25(a11.1(b) are made as of shall survive the Execution DateClosing without limitation. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (ai) Neither Parent nor Any Tax sharing agreement between Xxxxx and the Acquired Subsidiaries shall terminate as of the Closing Date and shall have no further effect for any taxable year. (ii) Notwithstanding anything to the contrary contained in Section 8.05 hereof, Buyer shall not have the right to participate in any Tax audit, examination, Legal Proceeding or claim that involves a consolidated, combined or unitary group of its Subsidiaries has taken any action Xxxxx or knows to consent to the settlement of any fact such Tax audit, examination, Legal Proceeding or claim in any case so long as the resolution thereof would not (taking into account and would not reasonably be expected to) give rise to an indemnification obligation of Buyer or have an adverse effect on Buyer or an adverse effect on the terms contained Acquired Subsidiaries for any Tax period ending after the Closing Date. Xxxxx shall have the right to control any other Tax audit, examination, Legal Proceeding or claim with respect to a taxable period ending on or before the Closing Date, and Buyer shall have the right to control the defense of any Tax audit, examination and Legal Proceeding or claim relating to a taxable period beginning before, and ending after, the Closing Date. Except as provided in the Commercial Term Sheets first sentence hereof, the non-controlling party shall have the right to participate in the defense of any such Tax audit, examination, Legal Proceeding or claim, and the terms of controlling party may not settle any other agreements such Tax audit, examination, Legal Proceeding or arrangements claim (including as described provided in the Separation Principlesfirst sentence hereof to the extent Buyer is entitled to participate) that could without the prior written consent of the non-controlling party, such consent not to be unreasonably withheld, delayed or conditioned. With respect to the first sentence hereof, Sellers shall keep Buyer reasonably informed of such matters to the extent such matters relate to an Acquired Subsidiary and would reasonably be expected to prevent affect the Mergers from qualifying for the Intended Acquired Subsidiary during a Post-Closing Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution DatePeriod. (biii) Neither Xxxxx shall be entitled, without duplication, to (i) any Tax refunds, including interest paid therewith and (ii) any amounts attributable to the Company nor Acquired Subsidiaries that are credited against any of its Tax or to which the Acquired Subsidiaries has taken become entitled, in each case with respect to any action Tax period ending on or knows before the Closing Date or, in the case of any fact Tax period that begins on or before the Closing Date and ends after the Closing Date, the portion thereof that ends on the Closing Date (taking into account in either such case, a “Pre-Closing Tax Period”). Buyer shall forward or reimburse to Xxxxx in cash, any such Tax refund received or the terms of the Commercial Term Sheets and the terms amount of any other agreements such credit, within ten (10) days after actual receipt of such refund or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment. The Company is making the foregoing representation application and warranty after consultation with its Tax counsel and with full knowledge utilization of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Datesuch credit. (civ) Each Buyer, the Acquired Subsidiaries and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Parent Tax Returns pursuant to this Section 6.12 and any audit, litigation or other Legal Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such Tax Return, audit, litigation or other Legal Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and the Company Acquired Subsidiaries, on one hand, and Sellers, on the other, agree (A) to retain all books and records with respect to Tax matters pertinent to the Acquired Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer and the Acquired Subsidiaries or Sellers, as the case may be, shall allow the other party to take possession of such books and records; provided, that Xxxxx shall not be required to provide any consolidated, combined or unitary Tax Return that includes Xxxxx or a Subsidiary of Xxxxx other than an Acquired Subsidiary. (v) If, after the Closing Date, Buyer or the Acquired Subsidiaries receives any notice, letter, correspondence, claim or decree relating to any Pre-Closing Tax Period from any Governmental Authority (“Tax Notice”), Buyer or the Acquired Subsidiaries shall, and shall cause its Subsidiaries toBuyer or the Acquired Subsidiaries, use its reasonable best efforts as the case may be, to obtain the opinions set forth in Section 6.02(edeliver such Tax Notice to Sellers within ten (10) and Section 6.03(c)days after receipt thereof. Similarly, including by providing the certificates described in Section 6.02(eif Sellers receive a Tax Notice, Sellers shall deliver such Tax Notice to Buyer within ten (10) and Section 6.03(c)days after receipt thereof. (dvi) Each of Parent, Neither Buyer nor the Company and SpinCo shall (and Acquired Subsidiaries shall cause its respective Subsidiaries to) use its reasonable best efforts an Acquired Subsidiary to cause the Mergers to qualify for the Intended Tax Treatment, including by not taking take any action that could reasonably be expected to prevent such qualification. If either party discovers, on the Closing Date after the date Closing outside the Ordinary Course of this AgreementBusiness, or make any fact election that could reasonably be expected to prevent the Mergers from qualifying for the Intended has any impact on a Pre-Closing Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using Period of an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax TreatmentAcquired Subsidiary. (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.

Additional Tax Matters. (a) Neither Parent nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms contained in the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers Distribution or the Initial Merger and the Subsequent Merger from qualifying for the applicable Intended Tax Treatment. Parent is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (b) Neither the Company nor any of its Subsidiaries has taken any action or knows of any fact (taking into account the terms of the Commercial Term Sheets and the terms of any other agreements or arrangements as described in the Separation Principles) that could reasonably be expected to prevent the Mergers Distribution or the Initial Merger and the Subsequent Merger from qualifying for the applicable Intended Tax Treatment. The Company is making the foregoing representation and warranty after consultation with its Tax counsel and with full knowledge of the terms of this Agreement, the Commercial Term Sheets and the Separation Principles. The representations and warranties set forth in this Section 5.25(a) are made as of the Execution Date. (c) Each of Parent and the Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain the opinions opinion set forth in Section 6.02(e) and Section 6.03(c), including by providing the certificates described in Section 6.02(e) and Section 6.03(c6.03 (c). (d) Each of Parent, the Company and SpinCo shall (and shall cause its respective Subsidiaries to) use its reasonable best efforts to cause the Mergers Distribution, the Initial Merger and the Subsequent Merger to qualify for the applicable Intended Tax Treatment, including by not taking any action that could reasonably be expected to prevent such qualification. If either party discovers, after the date of this Agreement, any fact that could reasonably be expected to prevent the Mergers Distribution or the Initial Merger and the Subsequent Merger from qualifying for the applicable Intended Tax Treatment, then (i) such party shall, as soon as possible, notify the other party and (ii) the parties shall cooperate in good faith and exercise their reasonable best efforts to effect the Transactions using an alternative structure that would be tax-free to the same extent as would have been the case had the Mergers qualified for the Intended Tax Treatment.that (e) Beginning on the date that is 90 days following the date on which the S-4 Registration Statement becomes effective, and every 90 days thereafter until the date the Mergers are Initial Merger is consummated, the Company shall deliver to Parent, and Parent shall deliver to the Company, a certificate, in form and substance reasonably satisfactory to the recipient, stating (i) in the case of the certificate of Parent, that (1) the representation set forth in Section 5.25(a) is true and correct as if made on the date of such certificate and (2) it has consulted with Cravath and Cravath has indicated that is expects to be able to deliver the opinion set forth in Section 6.02(e) and (ii) in the case of the certificate of the Company, that (1) the representation set forth in Section 5.25(b) is true and correct as if made on the date of such certificate and (2) that it has consulted with Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) and Skadden has indicated that it expects to be able to deliver the opinion set forth in Section 6.03(c). (f) The Company shall reasonably consult with Parent regarding any material Tax planning strategies or transactions.strategies