Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies, including (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund or any Tax Benefit, in each case, pursuant to this Agreement or otherwise, (iii) examinations of Tax Returns, Returns and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 98. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceeding relating to Taxes. (b) Any information or documents provided under this Section 8 7 or Section 9 8 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of in this Agreement to the contrary, (i) neither Xxxxxxx Controls nor any of its Affiliates shall be required to provide Adient or any of its Affiliates or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Adient or any other member of the Adient Group, the business or assets of Adient or any other member of the Adient Group and (ii) in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 7 or Section 9 8 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the such information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to TaxesTax Contest. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate, and (ii) in no event shall any of the Companies Parent or any of their respective Affiliates Parent Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Parent determines that the provision of any information to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other CompaniesCompany, as reasonably requested and available, personnel (including employees and agents of the Companies Company or their respective its Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9Article VIII. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the ParentCo Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. SpinCo shall cooperate with ParentCo and take any and all actions reasonably requested by ParentCo in connection with obtaining the Tax Opinions (including by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Article VII shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither ParentCo nor any ParentCo Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents, or procedures that relate to SpinCo, or the business or assets of SpinCo or any SpinCo Affiliate, and (ii) in no event shall any of the Companies ParentCo or any of their respective Affiliates ParentCo Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate, or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In this regard, the parties shall, where appropriate, discuss entering into a joint defense or common interest agreement to preserve privilege in the event of an exchange of otherwise privileged information. In addition, in the event that any of the Companies determine ParentCo determines that the provision of any information or documents to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law or agreement agreement, or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 Article VII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Remainco Group, on the one hand, or a member of the Spinco Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Each Party shall (and shall cause its respective Affiliates to) reasonably cooperate with each other and with each other’s agents and advisors in connection with obtaining any tax opinion set forth on Exhibit B (to the extent not delivered prior to the date of this Agreement), including by providing any materials or information reasonably requested by the tax advisors rendering such opinion and by executing a representation letter containing representations and covenants (subject to customary assumptions and conditions) regarding such facts and actions within such Party’s control that are reasonably necessary for the rendering of such tax opinion. (c) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Remainco nor any Remainco Affiliate shall be required to provide Spinco, any Spinco Affiliate, or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate to Spinco, the business or assets of Spinco or any of Spinco Affiliate, and (ii) in no event shall any of the Companies Remainco or any of their respective Affiliates Remainco Affiliate be required to provide the other Companies or Spinco, any of their respective Affiliates Spinco Affiliate, or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Remainco determines that the provision of any information or documents to the other Companies Spinco or their respective Affiliates any Spinco Affiliate could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective agentswith each other’s representatives, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies, including (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund or any Tax Benefit, in each case, pursuant to this Agreement or otherwise, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9Article VIII. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents representatives of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceeding relating to Taxes. (b) Any information or documents provided under this Section 8 Article VII or Section 9 Article VIII shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of in this Agreement to the contrary, (i) neither Parent nor any of its Affiliates shall be required to provide SpinCo or any of its Affiliates or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to SpinCo or any other member of the SpinCo Group, the business or assets of SpinCo or any other member of the SpinCo Group and (ii) in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilegeprivilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilegeprivilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 Article VII or Section 9 Article VIII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may such other Company reasonably request requests in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the such information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to TaxesTax Contest. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate and (ii) in no event shall any of the Companies Parent or any of their respective Affiliates Parent Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Parent determines that the provision of any information to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may such other Company reasonably request requests in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section Article 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section Article 8 or Section Article 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or Returns, in connection with any administrative or judicial proceedings relating to TaxesTaxes or as required by its financial statement auditors. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their obligations under this Section Article 8 or Section Article 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreementagreement to the contrary, (i) neither Parent nor any Parent Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate and (ii) in no event shall any of the Companies Parent or any of their respective Affiliates Parent Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Parent determines that the provision of any information to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 9Article VIII of this Agreement. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. The Cyclerion Group shall cooperate with Ironwood and take any and all actions reasonably requested by Ironwood in connection with obtaining the Unqualified Tax Opinion or Post-Distribution Ruling (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that Cyclerion shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Article VII shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement, the Separation Agreement or any Ancillary Agreement, (i) neither Ironwood nor any Ironwood Affiliate shall be required to provide Cyclerion or any Cyclerion Affiliate or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to Cyclerion, the business or assets of Cyclerion or any Cyclerion Affiliate, (ii) in no event shall any of the Companies Ironwood or any of their respective Affiliates Ironwood Affiliate be required to provide the other Companies or Cyclerion, any of their respective Affiliates Cyclerion Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege, and (iii) in no event shall Cyclerion or any Cyclerion Affiliate be required to provide Ironwood, any Ironwood Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Ironwood determines that the provision of any information or documents to Cyclerion or any Cyclerion Affiliate, or Cyclerion determines that the other Companies provision of any information or their respective Affiliates documents to Ironwood or any Ironwood Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 Article VII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may such other Company reasonably request requests in connection with Tax matters relating to the Companies and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information (including the proceedings of any Tax Contest) other than information that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate and (ii) in no event shall any of the Companies Parent or any of their respective Affiliates Parent Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Parent determines that the provision of any information to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 9Article VI. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. TEN and each other member of the TEN Group shall cooperate with TFMC and take any and all actions reasonably requested by TFMC in connection with obtaining the Tax Opinions (including, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that neither TEN nor any other member of the TEN Group shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine TFMC determines that the provision of any information or documents to TEN or any TEN Affiliate, or TEN determines that the other Companies provision of any information or their respective Affiliates documents to TFMC or any TFMC Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 Article V in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its Affiliates to provide) the other Companies and members of their respective agentsGroups to cooperate) with each other and with each other’s representatives, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their respective Groups including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessedTax Proceeding. Such cooperation shall include making available, upon reasonable notice, all information and documents in their such Party’s possession relating to the other Companies Party and their respective Affiliates the members of its Group available to such other Party as provided in Section 9this Article VIII and the execution of any document (including the grant of any power of attorney or similar document) reasonably requested by another Party in connection with the filing of a Tax Return or a Refund claim of the Parties or any of the members of their respective Groups or any Tax Proceeding of any of the Parties or the members of their respective Groups. Each Party shall make its employees, advisors, and facilities available, without charge (except as otherwise provided in the TSA), on a reasonable and mutually convenient basis in connection with the foregoing matters in a manner that does not interfere with the ordinary business operations of the Companies such Party. The Parties shall also make available use commercially reasonable efforts to provide any information or documentation requested by the other Companies, as reasonably requested and available, personnel Party in a manner that permits the other Party (including employees and agents of the Companies or their respective its Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxescomply with Tax Return filing deadlines or other applicable timing requirements. (b) Any information or documents provided under this Section 8 or Section 9 8.1 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) no Party nor any of its Affiliates shall be required to provide another Party or any Affiliate thereof or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Proceeding) other than information or procedures that reasonably relate to the Taxes (including any Taxes for which the first Party is liable under this Agreement), business or assets of the first Party or any of its Affiliates or are necessary to prepare Tax Returns for which the first Party is responsible for preparing the applicable Tax Return in accordance with the terms of this Agreement and (ii) in no event shall any of the Companies Party or any of their respective its Affiliates be required to provide the other Companies or another Party, any of their respective its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine a Party determines that the provision of any information to the other Companies another Party or their respective any of its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties first Party shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 8.1 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 98 of this Agreement. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Delphi Technologies and each other member of the Delphi Technologies Group shall cooperate with Aptiv and take any and all actions reasonably requested by Aptiv in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that neither Delphi Technologies nor any other member of the Delphi Technologies Group shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Aptiv determines that the provision of any information or documents to Delphi Technologies or any of its Affiliates, or Delphi Technologies determines that the other Companies provision of any information or their respective Affiliates documents to Aptiv or any Aptiv Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies HHH and Seaport Entertainment shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to their respective Groups and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Group and their respective its Affiliates reasonably available to such other Group as provided in Section 9Article VIII of this Agreement. Each of the Companies HHH and Seaport Entertainment shall also make available to the other Companiesone another, as reasonably requested and available, personnel (including officers, directors, employees and agents of them or the Companies or members of their respective AffiliatesGroups) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Seaport Entertainment shall cooperate (and shall cause the members of its Group to cooperate) with HHH and take any and all actions reasonably requested by HHH in connection with the Tax Advice (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided, however, that neither Seaport Entertainment nor any other member of the Seaport Entertainment Group shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Party determines that the provision of any information or documents to the any other Companies Party or their respective Affiliates its Affiliates, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 Article VII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the such information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to TaxesTax Contest. Notwithstanding Section 8.01(c) or any other provision of this Agreement or any other agreement, (i) neither Parent nor any Affiliate of Parent shall be required to provide SpinCo or any Affiliate of SpinCo or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than, subject to clause (ii), information or procedures that relate solely to the Transactions, SpinCo, the business or assets of SpinCo or any Affiliate of SpinCo and (ii) in no event shall any of the Companies Parent or any Affiliate of their respective Affiliates Parent be required to provide the other Companies or SpinCo, any Affiliate of their respective Affiliates SpinCo or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Parent determines that the provision of any information to the other Companies SpinCo or their respective Affiliates any Affiliate of SpinCo could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties Companies shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence. (c) Each Company shall preserve and keep all Tax records (including e-mails and other digitally stored materials and related workpapers and other documentation) in its possession as of the date hereof or relating to Taxes of the Groups for Pre-Consolidation Periods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) ninety days after the expiration of any applicable statutes of limitations (taking into account any extensions), or (ii) seven years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax records upon ninety days’ prior written notice to the other Company. If, prior to the Retention Date, a Company reasonably determines that any Tax records which it would otherwise be required to preserve and keep under this Section 8.01(c) are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees in writing, then such first Company may dispose of such Tax records upon ninety days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 8.01(c) shall include a list of the Tax records to be disposed of, describing in reasonable detail each file, book or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost, to copy or remove, within such ninety day period, all or any part of such Tax records, and the other Company shall then dispose of such remaining Tax records.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 99 of this Agreement. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Bioverativ shall cooperate with Biogen and take any and all actions reasonably requested by Biogen in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Counsel; provided that Bioverativ shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement, the Separation Agreement or any Ancillary Agreement, (i) neither Biogen nor any Biogen Affiliate shall be required to provide Bioverativ or any Bioverativ Affiliate or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to Bioverativ, the business or assets of Bioverativ or any Bioverativ Affiliate, (ii) in no event shall any of the Companies Biogen or any of their respective Affiliates Biogen Affiliate be required to provide the other Companies or Bioverativ, any of their respective Affiliates Bioverativ Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege, and (iii) in no event shall Bioverativ or any Bioverativ Affiliate be required to provide Biogen, any Biogen Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Biogen determines that the provision of any information or documents to Bioverativ or any Bioverativ Affiliate, or Bioverativ determines that the other Companies provision of any information or their respective Affiliates documents to Biogen or any Biogen Affiliate, could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of After the IPO, the Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the MINC Group, on the one hand, or a member of the Freescale Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither MINC nor any MINC Affiliate shall be required to provide Freescale, any Freescale Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to Freescale, a Freescale Affiliate or the business or assets of Freescale or any Freescale Affiliate and (ii) in no event shall any of the Companies MINC or any of their respective Affiliates MINC Affiliate be required to provide the other Companies or Freescale, any of their respective Affiliates Freescale Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine MINC determines that the provision of any information to the other Companies Freescale or their respective Affiliates any Freescale Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of any Tax ReturnsReturn and any Tax Items reported or shown thereon, (ii) determining the liability for amount of any Tax Items and the amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 99 (including, for the avoidance of doubt, the amount of any Tax Items reasonably necessary to permit the parties to calculate the credit described in Section 41 of the Code). Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Agilent nor any Agilent Affiliate shall be required to provide Keysight or any Keysight Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to Keysight, the business or assets of Keysight or any Keysight Affiliate and (ii) in no event shall any of the Companies Agilent or any of their respective Affiliates Agilent Affiliate be required to provide the other Companies or Keysight, any of their respective Affiliates Keysight Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Agilent determines that the provision of any information to the other Companies Keysight or their respective Affiliates any Keysight Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may such other Company reasonably request requests in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Houston Group, on the one hand, or a member of the Seattle Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Houston acknowledges and agrees that Miami may seek from one or more of its tax advisors an opinion regarding the application of Section 7874(b) of the Code to Miami as a result of the Merger. Each Party shall (and shall cause its respective Affiliates to) reasonably cooperate with each other and with each other’s agents and advisors in connection with obtaining such tax opinion and any tax opinion set forth on Schedule 2 (to the extent not delivered prior to the date of this Agreement), including by providing any materials or information reasonably requested by the tax advisors rendering such opinion and by executing a representation letter containing representations and covenants (subject to customary assumptions and conditions) regarding such facts and actions within such Party’s control that are reasonably necessary for the rendering of such tax opinion. (c) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Company nor any Affiliate shall be required to provide the other Company or any Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to the first Company, the business or assets of the first Company or any of its Affiliates and (ii) in no event shall any of the Companies Company or any of their respective its Affiliates be required to provide the other Companies or Company, any of their respective the other Company’s Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine a Company determines that the provision of any information to the other Companies Company or their respective Affiliates an Affiliate of the other Company could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties Company shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies Company and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, Returns and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their its possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other CompaniesCompany, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes. In addition, SpinCo shall provide (and shall cause its Affiliates to provide) XPO and its agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with the preparation and filing of any Tax Return (including any statement, agreement or informational Tax Return) or in connection with any potential election by XPO under Treasury Regulations Section 1.245A-5(e)(3)(i) to close the taxable year of any controlled foreign corporation transferred to the SpinCo Group (which election shall be made at XPO’s sole and absolute discretion). (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies either Company or any of their respective its Affiliates be required to provide the other Companies Company or any of their respective its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their its respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters covered by this Agreement relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates available to such other Companies as provided in Section 9. Each of the The Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Ralcorp nor any Ralcorp Affiliate shall be required to provide Post or any Post Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to Post, the business or assets of Post or any Post Affiliate or matters in which Post has an obligation to indemnify under this Agreement, and (ii) in no event shall any of the Companies Ralcorp or any of their respective Affiliates Ralcorp Affiliate be required to provide the other Companies or Post, any of their respective Affiliates Post Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Ralcorp determines that the provision of any information to the other Companies Post or their respective Affiliates any Post Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence. (c) Following the acquisition of assets or stock relating to Post Canada, Post shall, upon the request of Ralcorp, cause the entity holding the assets or stock relating to Post Business in Canada to join in making an election under section 167 of the Canada Revenue Agency Excise Tax Act with respect to any Canadian federal goods and services tax imposed on such purchase.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies Company and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they such other Company may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other CompaniesCompany, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Encompass nor any Encompass Affiliate shall be required to provide Enhabit or its Affiliates or any other Person access to or copies of any information, documents or procedures other than information, documents or procedures that relate solely to Enhabit, the business or assets of Enhabit or any Affiliate of Enhabit and (ii) in no event shall any of the Companies Encompass or any of their respective Affiliates Encompass Affiliate be required to provide the other Companies or any of their respective Enhabit, its Affiliates or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Encompass determines that the provision of any information to the other Companies Enhabit or their respective its Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates as provided in Section 9reasonably available to such other Party. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 Article VII shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine iStar determines that the provision of any information or documents to SpinCo or any of its Affiliates, or SpinCo determines that the other Companies provision of any information or their respective Affiliates documents to iStar or any iStar Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilegeprivilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 Article VII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates available to such other Party as provided in Section 98. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. The Parties shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to any Tax detriment that would be suffered by a member of the Lilly Group, on the one hand, or a member of the Company Group, on the other hand, absent such competent authority relief. The Company shall cooperate with Lilly and take any and all actions reasonably requested by Lilly in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided, that the Company shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event (i) neither Lilly nor any Lilly Affiliate shall any of the Companies or any of their respective Affiliates be required to provide the other Companies Company or any Affiliate of their respective Affiliates the Company or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to the Company, the business or assets of the Company or any Affiliate of the Company and (ii) in no event shall Lilly or any Lilly Affiliate be required to provide the Company, any Affiliate of the Company or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Lilly determines that the provision of any information or documents to the other Companies Company or their respective Affiliates any Affiliate of the Company could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies, including (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund or any Tax Benefit, in each case, pursuant to this Agreement or otherwise, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section Article 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceeding relating to Taxes. (b) Any information or documents provided under this Section Article 8 or Section Article 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of in this Agreement to the contrary, (i) neither Parent nor any of its Affiliates shall be required to provide UpstreamCo or any of its Affiliates or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to UpstreamCo or any other member of the UpstreamCo Group, the business or assets of UpstreamCo or any other member of the UpstreamCo Group and (ii) in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section Article 8 or Section Article 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. After the Closing Date, each of the Parent and the Acquiror shall, and shall cause their respective Affiliates to: (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) assist the other Companies and their respective agents, including accounting firms and legal counsel, with party in preparing any Tax Returns which such cooperation or information as they may reasonably request in connection with (i) other party is responsible for preparing and filing in accordance with Section 7.01 (including, for the avoidance of doubt, by furnishing information to permit the Parent to determine and report U.S. federal income tax items with respect to UG Asia); (b) cooperate fully in preparing for any audits of, or disputes with any Tax ReturnsAuthority regarding, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each Returns of the Companies shall also Company or any Transferred Subsidiary; (c) make available to the other Companies, and to any Tax Authority as reasonably requested and availableall information, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information records and documents relevant relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by Taxes of the Company or Companies receiving any Transferred Subsidiary; (d) provide timely notice to the information other in writing of any pending or documentsthreatened Tax audits or assessments of the Company or any Transferred Subsidiary for Taxable periods for which the other may have a liability under Section 7.03; provided, however, that a failure to do so shall not reduce the liability under Section 7.03, except as may otherwise be necessary in connection to the extent such failure adversely impacts the liable party’s ability to defend the audit or assessment; (e) furnish the other with the filing copies of all correspondence received from any Tax Returns or Authority in connection with any administrative Tax audit or judicial proceedings information request with respect to any Taxable period for which the other may have a liability under Section 7.03; (f) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 7.03(d) (relating to sales, transfer and similar Taxes. Notwithstanding any ); and (g) timely provide to the other provision powers of attorney or similar authorizations necessary to carry out the purposes of this Agreement Article VII; provided that neither the Parent nor any of its Affiliates (nor their respective Representatives) shall be required to disclose to the Acquiror or any other agreementof its agents or Representatives any consolidated, combined, affiliated or unitary Tax Return which includes the Parent or any of its Affiliates or any Tax-related work papers, except, in no event shall each case, for materials or portions thereof that relate solely to the Company or any of the Companies Transferred Subsidiaries. If reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement with any one or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any more of the Companies determine that Parent, any Affiliate of the provision Parent, the Company and each of the Transferred Subsidiaries with respect to any information to be provided to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts Acquiror pursuant to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence7.07 for the purpose of, inter alia, preserving privilege.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 9Article VIII of this Agreement. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. The Mural Group shall cooperate with Alkermes and take any and all actions reasonably requested by Alkermes in connection with obtaining the Unqualified Tax Opinion or Post-Distribution Ruling (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that Mural shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Article VII shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement, the Separation Agreement or any Ancillary Agreement, (i) neither Alkermes nor any Alkermes Affiliate shall be required to provide Mural or any Mural Affiliate or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to Mural, the business or assets of Mural or any Mural Affiliate, (ii) in no event shall any of the Companies Alkermes or any of their respective Affiliates Alkermes Affiliate be required to provide the other Companies or Mural, any of their respective Affiliates Mural Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege, and (iii) in no event shall Mural or any Mural Affiliate be required to provide Alkermes, any Alkermes Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Alkermes determines that the provision of any information or documents to Mural or any Mural Affiliate, or Mural determines that the other Companies provision of any information or their respective Affiliates documents to Alkermes or any Alkermes Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 Article VII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the in a timely manner with each other Companies and their respective agentswith each other’s agents and advisors, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed, (v) obtaining a Subsequent Ruling or any supplemental rulings with respect to the Ruling or any Subsequent Ruling and (vi) minimizing or mitigating any Separation Transfer Taxes or Combination Transfer Taxes. Such cooperation shall include making available, upon reasonable notice, all information and documents Pre-Distribution Tax Records in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company in a timely manner as provided in Section 98. Each of the Companies shall also make available in a timely manner to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In fulfilling its obligations under this Section 7.01(a) with respect to the preparation and filing of any Tax Return, each Party shall use its reasonable efforts to respond to requests made by the other Party in a manner that permits such other Party to prepare and file such Tax Return consistent with the past practices of such other Party, including as to the time of filing of such Tax Return, as communicated to the first Party. (b) Without limiting the generality of Section 7.01(a), Pluto shall cooperate (and cause their respective Affiliates to cooperate) in a timely manner with Spinco and with its agents and advisors, including accounting firms and legal counsel, in connection with (i) maintaining the Tax-Free Status of the Contribution, the Spinco Cash Distribution, the Pluto Cash Distribution, the Distribution and the transactions described in Schedule A, (ii) maintaining any arrangement with respect to any Specified-Post Distribution Matter and (iii) complying with the terms of any Tax Grant. Such cooperation shall include, without limitation (w) at Pluto’s cost and expense making available (in electronic versions) copies of all Tax Opinions/Rulings (in a complete and unredacted form) and other written advice relied upon in making the determination that the transactions listed on Schedule A were free from Tax to the extent set forth therein, (x) allowing reasonable access to Pluto’s internal personnel and (y) beginning in the quarter in which the Combination occurs and ending with the quarter in which the second anniversary of the Combination occurs, Pluto and Pluto’s outside advisors’ (including any accounting firms or legal counsel that advised Pluto in connection with the Separation Plan, the Specified Post-Distribution Matters or any Tax Grant), at Pluto’s cost and expense, participating in one telephonic meeting with Spinco per quarter (each not to exceed three (3) hours in duration) in which Pluto, such advisors and Spinco shall discuss the matters described in the previous sentence on the basis of an agenda, discussion points and/or questions submitted by Spinco no later than two (2) Business Days before such meeting and (z) at Spinco’s cost and expense, allowing reasonable access to outside advisors, including any accounting firms or legal counsel that advised Pluto in connection with the Separation Plan or advised on establishing the arrangements with respect to any of the matters described in the previous sentence. For the avoidance of doubt, Pluto does not waive any rights it is otherwise entitled to under this Agreement by reason of Pluto’s cooperation (or the cooperation of its Affiliates, agents and advisors) under this Section 7.01(b). Spinco acknowledges and agrees that it shall not be entitled to use any cooperation given by Pluto or its Affiliates, agents or advisors pursuant to this Section 7.01(b) as a defense (and hereby waives any such defense) against any claim for indemnification made by Pluto pursuant to this Agreement (including any such defense based on relative fault, negligence, mitigation or otherwise). (c) In the event that a member of the Pluto Group, on the one hand, or a member of the Spinco Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (d) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in (i) no event Company shall any of the Companies or any of their respective Affiliates be required to provide the other Companies Company or any other Person access to or copies of their respective Affiliates any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate to Spinco, the business or assets of Spinco or any Spinco Affiliate and (ii) in no event shall a Company be required to provide the other Company or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine a Company determines that the provision of any information to the other Companies or their respective Affiliates Company could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) a member of the Grace Group, on the one hand, or a member of the GCP Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies shall cooperate pursuant to this Section 8 to seek any relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, and the Group whose member suffered the Tax detriment shall reimburse the other Group for all costs and expenses incurred by any of such other Group’s members in connection thereto. (b) If, as a result of any Final Determination relating to a Transfer Pricing Adjustment with respect to any item reflected on any Tax Return of a member of the Grace Group or the GCP Group, there is an increase in the Income Tax liability of any member of the Grace Group or the GCP Group, respectively, then, upon the reasonable written request of, and at the expense of, Grace or GCP, as applicable, GCP or Grace, as applicable, shall (and shall cause its respective Affiliates to) amend any Tax Returns of any member of the GCP Group or the Grace Group, as applicable, to the extent such amendment would result in a corresponding or correlative Tax Benefit for such member or its Group, and shall promptly pay over to the other Company (or its designated Subsidiary) any Tax Benefit actually realized as a result of such amendment; provided, however, that none of the Companies (nor any of their Affiliates) shall have any obligation to amend any Tax Return pursuant to this Section 8.01(b) (i) to the extent that doing so could reasonably be expected to have an adverse effect on such Company or any of its Affiliates that is material or (ii) if the increase in the Income Tax liability of the other Company (or its Affiliates), in the aggregate with respect to all such Final Determinations with such Tax Authority, is less than US$500,000 or an equivalent foreign currency amount. If a Company or one of its Affiliates pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted by a Tax Authority, the Companies shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment. For purposes of determining whether the Grace Group, the GCP Group or a member thereof has suffered a Tax detriment or an increase in Income Tax liability for purposes of the last sentence of Section 8.01(a) or for purposes of this Section 8.01(b) (but, for the absence of doubt, not for purposes of determining whether any Tax Benefit has been actually realized for purposes of this Section 8.01(b)), the Tax detriment and the increase in Income Tax liability shall be calculated by assuming that the relevant entity or the Group of which it is a member, as applicable, (I) pays Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) has no Tax Attributes in any relevant taxable year. (c) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the such information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to TaxesTax Contest. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Grace nor any Grace Affiliate shall be required to provide GCP or any GCP Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to GCP, the business or assets of GCP or any GCP Affiliate and (ii) in no event shall any of the Companies Grace or any of their respective Affiliates Grace Affiliate be required to provide the other Companies or GCP, any of their respective Affiliates GCP Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Grace determines that the provision of any information to the other Companies GCP or their respective Affiliates any GCP Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request requested in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, Returns and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 97 of this Agreement. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may to the extent otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Illumina determines that the provision of any information or documents to GRAIL or any GRAIL Affiliate, or GRAIL determines that the other Companies provision of any information or their respective Affiliates documents to Illumina or any Illumina Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9Article VIII. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Manitowoc ParentCo Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. SpinCo shall cooperate with Manitowoc ParentCo and take any and all actions reasonably requested by Manitowoc ParentCo in connection with obtaining the Tax Opinion (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Article VII shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Manitowoc ParentCo nor any Manitowoc ParentCo Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents, or procedures that relate to SpinCo, or the business or assets of SpinCo or any SpinCo Affiliate, and (ii) in no event shall any of the Companies Manitowoc ParentCo or any of their respective Affiliates Manitowoc ParentCo Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate, or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In this regard, the parties shall, where appropriate, discuss entering into a joint defense or common interest agreement to preserve privilege in the event of an exchange of otherwise privileged information. In addition, in the event that any of the Companies determine Manitowoc ParentCo determines that the provision of any information or documents to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law or agreement agreement, or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 Article VII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Specified Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Specified Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Specified Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Specified Taxes. In the event that a member of the Pfizer Group, on the one hand, or a member of the Zoetis Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. Zoetis shall cooperate with Pfizer and take any and all actions reasonably requested by Pfizer in connection with obtaining the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, Zoetis shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Pfizer nor any Pfizer Affiliate shall be required to provide Zoetis or any Zoetis Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate to Zoetis, the business or assets of Zoetis or any Zoetis Affiliate and (ii) in no event shall any of the Companies Pfizer or any of their respective Affiliates Pfizer Affiliate be required to provide the other Companies or Zoetis, any of their respective Affiliates Zoetis Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Pfizer determines that the provision of any information to the other Companies Zoetis or their respective Affiliates any Zoetis Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Distributing nor any Distributing Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate and (ii) in no event shall any of the Companies Distributing or any of their respective Affiliates Distributing Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Distributing determines that the provision of any information to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 9Article VIII of this Agreement. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. The 2seventy Group shall cooperate with bluebird and take any and all actions reasonably requested by bluebird in connection with obtaining the Unqualified Tax Opinion or Post-Distribution Ruling (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that 2seventy shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Article VII shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement, the Separation Agreement or any Ancillary Agreement, (i) neither bluebird nor any bluebird Affiliate shall be required to provide 2seventy or any 2seventy Affiliate or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to 2seventy, the business or assets of 2seventy or any 2seventy Affiliate, (ii) in no event shall any of the Companies bluebird or any of their respective Affiliates bluebird Affiliate be required to provide the other Companies or 2seventy, any of their respective Affiliates 2seventy Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege, and (iii) in no event shall 2seventy or any 2seventy Affiliate be required to provide bluebird, any bluebird Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine bluebird determines that the provision of any information or documents to 2seventy or any 2seventy Affiliate, or 2seventy determines that the other Companies provision of any information or their respective Affiliates documents to bluebird or any bluebird Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 Article VII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies Party shall provide (fully cooperate, and shall cause its Affiliates all members of such Party’s Group to provide) fully cooperate, with all reasonable information and documentation requests in writing from the other Companies and their respective agentsParty, including accounting firms and legal counselor from an agent, with representative, or advisor of such cooperation or information as they may reasonably request Party, in connection with (i) preparing the preparation and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or Tax Return, claims for Refunds, the right to and amount conduct of any refund of Taxes, (iii) examinations of Tax ReturnsContest, and (iv) any administrative or judicial proceeding in respect calculations of Taxes assessed or proposed amounts required to be assessedpaid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their its respective Affiliates as provided in this Section 96.1 and Article 7. Each Party shall make its employees, advisors and facilities available, on a reasonable and mutually convenient basis in connection with the foregoing matters in a manner that does not interfere with the ordinary business operations of the Companies such Party. The Parties shall also make available use commercially reasonable efforts to provide any information or documentation requested by the other Companies, as reasonably requested and available, personnel Party in a manner that permits the other Party (including employees and agents of the Companies or their respective its Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxescomply with Tax Return filing deadlines or other applicable timing requirements. (b) Any information or documents provided under this Section 8 or Section 9 6.1 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to TaxesTax Contest. Notwithstanding any other provision of this Agreement or any other agreement, (i) no Party or any of its Affiliates shall be required to provide another Party or any Affiliate thereof or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that reasonably relate to the Taxes (including any Taxes for which the first Party is liable under this Agreement), business or assets of the first Party or any of its Affiliates or are necessary to prepare Tax Returns for which the first Party is responsible for preparing the applicable Tax Return in accordance with the terms of this Agreement, and (ii) in no event shall any of the Companies Party or any of their respective its Affiliates be required to provide the other Companies or another Party, any of their respective its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any privilege that may be asserted under applicable Law, including any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes (each, a “Privilege”). In addition, in the event that any of the Companies determine a Party determines that the provision of any information to the other Companies another Party or their respective any of its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties first Party shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 6.1 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 9this Article 6. Each of the Companies The Parties shall also make available to cooperate with each other and take any and all actions reasonably requested by the other Companiesin connection with obtaining Positive Tax Opinion or Ruling (including, as reasonably without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxesby any Tax Advisor). (b) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine NLOP determines that the provision of any information or documents to WPC or any of its Affiliates, or WPC determines that the other Companies provision of any information or their respective Affiliates documents to NLOP or any its Affiliates, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 Article 6 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its Affiliates to provide) the other Companies and members of their respective agentsGroups to cooperate) with each other and with each other’s representatives, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their respective Groups including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessedTax Proceeding. Such cooperation shall include making available, upon reasonable notice, all information and documents in their such Party’s possession relating to the other Companies Party and their respective Affiliates the members of its Group available to such other Party as provided in Section 9this Article VIII and the execution of any document (including the grant of any power of attorney or similar document) reasonably requested by another Party in connection with the filing of a Tax Return or a Refund claim of the Parties or any of the members of their respective Groups or any Tax Proceeding of any of the Parties or the members of their respective Groups. Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters in a manner that does not interfere with the ordinary business operations of the Companies such Party. The Parties shall also make available use commercially reasonable efforts to provide any information or documentation requested by the other Companies, as reasonably requested and available, personnel Party in a manner that permits the other Party (including employees and agents of the Companies or their respective its Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxescomply with Tax Return filing deadlines or other applicable timing requirements. (b) Any information or documents provided under this Section 8 or Section 9 8.1 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) no Party nor any of its Affiliates shall be required to provide another Party or any Affiliate thereof or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Proceeding) other than information or procedures that reasonably relate to the Taxes (including any Taxes for which the first Party is liable under this Agreement), business or assets of the first Party or any of its Affiliates or are necessary to prepare Tax Returns for which the first Party is responsible for preparing the applicable Tax Return in accordance with the terms of this Agreement and (ii) in no event shall any of the Companies Party or any of their respective its Affiliates be required to provide the other Companies or another Party, any of their respective its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine a Party determines that the provision of any information to the other Companies another Party or their respective any of its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties first Party shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 8.1 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each Subject to the terms and conditions provided in the Transition Services Agreement, each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the NTELOS Group, on the one hand, or a member of the Wireline Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither NTELOS nor any NTELOS Affiliate shall be required to provide Wireline or any Wireline Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to Wireline, the business or assets of Wireline or any Wireline Affiliate and (ii) in no event shall any of the Companies NTELOS or any of their respective Affiliates NTELOS Affiliate be required to provide the other Companies or Wireline, any of their respective Affiliates Wireline Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine NTELOS determines that the provision of any information to the other Companies Wireline or their respective Affiliates any Wireline Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall Wireline or any Wireline Affiliate be required to provide NTELOS, any NTELOS Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that Wireline determines that the provision of any information to NTELOS or any NTELOS Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Section 8 in a manner that avoids any such consequence.

Assistance and Cooperation. (a) Each Prior to the Second Closing, upon the terms and subject to the conditions set forth in this Agreement, and except as set forth in Section 13.3, each of the Companies shall provide (parties agrees to use all reasonable best efforts to take, or cause to be taken, all actions and shall to do, or cause its Affiliates to provide) be done, and to assist and cooperate with the other Companies party in doing, all things necessary, proper or advisable to consummate and their respective agentsmake effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with using all reasonable best efforts to: (i) preparing cause the conditions precedent set forth in Sections 6, 7, 8, 9, 10 and filing Tax Returns, 11 to be satisfied; (ii) determining the liability for obtain all necessary actions or non-actions, waivers, consents, approvals, orders and amount of any Taxes due authorizations from Governmental Authorities and make all necessary registrations, declarations and filings (including estimated Taxes) or the right to registrations, declarations and amount of any refund of Taxesfilings with Governmental Authorities, if any); and (iii) examinations of Tax Returnsobtain all necessary consents, approvals or waivers from Third Parties. The Investor shall use best efforts to complete the applicable Local Bank Reporting as soon as practicable after the date hereof, or after providing the Second Tranche Exercise Notice to the Company pursuant to Section 3.1, as applicable, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making availableat the Company’s request, upon reasonable notice, all information and documents in their possession relating to keep the other Companies and their respective Affiliates as provided in Section 9. Each Company reasonably informed of the Companies shall also make available to the other Companies, as reasonably requested and available, personnel (including employees and agents status of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to TaxesLocal Bank Reporting. (b) Any information or documents provided under this Section 8 or Section 9 The Company and the Investor shall be kept confidential each, upon request by the Company or Companies receiving other, furnish the other with all information or documentsconcerning itself, except its Affiliates, directors, officers and stockholders and such other matters as may otherwise be reasonably necessary in connection with the filing of Tax Returns or advisable in connection with any administrative statement, filing, notice or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement application made by or any other agreement, in no event shall any on behalf of the Companies Investor, the Company or any of their respective Affiliates be to any Third Party and/or any Governmental Authority in connection with the Transaction. (c) Subject to applicable Laws and as required to provide by any Governmental Authority, the Company and the Investor shall each keep the other Companies apprised of the status of matters relating to consummation of the transactions contemplated by the Transaction Agreements, including promptly furnishing the other with copies of notices or other communications received by the Investor or the Company, as the case may be, or any of their respective Affiliates or its Affiliates, from any other Person access Third Party and/or any Governmental Authority with respect to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequencetransactions.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide reasonably cooperate (and shall cause its their respective Affiliates to providereasonably cooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesTax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making availableall information and documents in a Party’s possession relating to any other Party and its Affiliates available to such other Party, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9Article 8. Each of the Companies Parties shall also make available to the other CompaniesParty, as reasonably requested and availableon a mutually convenient basis, personnel (including employees officers, directors, employees, and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section Article 7 or Article 8 or Section 9 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreementTransaction Document, (i) neither Parent nor any Affiliate of Parent shall be required to provide SpinCo or any of its Affiliates or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents, or procedures that relate solely to a member of the SpinCo Group, the SpinCo Business, or the assets of SpinCo or any Affiliate of SpinCo; (ii) neither SpinCo nor any of its respective Affiliates shall be required to provide Parent or any of its Affiliates or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents, or procedures that relate solely to a member of the Parent Group, the Parent Business, or the assets of Parent or any of its Affiliates; (iii) in no event shall any of the Companies Parent or any of their respective its Affiliates be required to provide the other Companies SpinCo or any of their respective its Affiliates or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege; and (iv) in no event shall SpinCo or any of its Affiliates be required to provide Parent or any of its Affiliates or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Parent determines that the provision of any information or documents to SpinCo or any of its Affiliates, or SpinCo reasonably determines that the other Companies provision of any information or their respective documents to Parent or any of its Affiliates could be commercially detrimental, violate any law Law or agreement agreement, or waive any Privilege, the Parties shall use reasonable best efforts to permit each other’s compliance with their its obligations under this Section Article 7 and Article 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the HP Group, on the one hand, or a member of the Enterprise Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Company nor any Affiliate shall be required to provide the other Company or any Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to the first Company, the business or assets of the first Company or any of its Affiliates and (ii) in no event shall any of the Companies Company or any of their respective its Affiliates be required to provide the other Companies or Company, any of their respective the other Company’s Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine a Company determines that the provision of any information to the other Companies Company or their respective Affiliates an Affiliate of the other Company could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 98 of this Agreement. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Prior to the Outside Date, RVI, and each member of the RVI Group, shall, upon request of DDR, provide DDR with quarterly information regarding RVI’s qualification as a REIT (including but not limited to quarterly information regarding the composition of RVI’s income and assets). (c) Upon RVI’s reasonable determination that RVI may longer qualify to be taxable as a REIT for any period ending on or before the Outside Date, RVI will give written notice of such determination to DDR within two (2) Business Days. (d) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine DDR determines that the provision of any information or documents to RVI or any of its Affiliates, or RVI determines that the other Companies provision of any information or their respective Affiliates documents to DDR or any DDR Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesTax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates available to such other Party as provided in Section 9Article 8. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Acquiror and Radio and each other member of their respective Groups shall cooperate with CBS and take any and all actions reasonably requested by CBS in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information reasonably requested by any Tax Advisor or Tax Authority; provided that none of Radio, Acquiror or any other member of their respective Groups shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which matters or events it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Article 7 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement, the Merger Agreement, the Separation Agreement or any other agreementAncillary Agreement, in no event (i) neither CBS nor any CBS Affiliate shall any of the Companies be required to provide Radio, Acquiror or any of their respective Affiliates or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to a member of the Radio Group, the Radio Business or the assets of Radio or any Radio Affiliate, (ii) neither Radio, Acquiror nor any of their respective Affiliates shall be required to provide CBS or any CBS Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other Companies than information, documents or procedures that relate solely to a member of the CBS Group, the CBS Business or the assets of CBS or any CBS Affiliate, (iii) in no event shall CBS or any CBS Affiliate be required to provide Radio, Acquiror, or any of their respective Affiliates or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege, and (iv) in no event shall Radio, Acquiror or any of their respective Affiliates be required to provide CBS or any CBS Affiliate or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine CBS reasonably determines that the provision of any information or documents to the other Companies Radio, Acquiror or any of their respective Affiliates Affiliates, or Radio or Acquiror reasonably determines that the provision of any information or documents to CBS or any CBS Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 Article 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other's agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Valero Group, on the one hand, or a member of the Corner Store Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Valero nor any Valero Affiliate shall be required to provide Corner Store or any Corner Store Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to Corner Store, the business or assets of Corner Store or any Corner Store Affiliate and (ii) in no event shall any of the Companies Valero or any of their respective Affiliates Valero Affiliate be required to provide the other Companies or Corner Store, any of their respective Affiliates Corner Store Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Valero determines that the provision of any information to the other Companies Corner Store or their respective Affiliates any Corner Store Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence. If Corner Store determines that the provision of any information to Valero or any Valero Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to avoid any such harm or consequences.

Assistance and Cooperation. (a) Each of After the Distribution, the Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither NCR nor any NCR Affiliate shall be required to provide Teradata, any Teradata Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to Teradata, a Teradata Affiliate or the business or assets of Teradata or any Teradata Affiliate and (ii) in no event shall any of the Companies NCR or any of their respective Affiliates NCR Affiliate be required to provide the other Companies or Teradata, any of their respective Affiliates Teradata Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine NCR determines that the provision of any information to the other Companies Teradata or their respective Affiliates any Teradata Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and the members of their respective Groups, including (i) preparing the preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective Affiliates the members of its Group and pertinent to the matters described in the preceding sentence available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes covered by this Agreement, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to such Taxes. In the event that a member of the MMC Group, on the one hand, or a member of the MMREIS Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. MMREIS shall cooperate with MMC and take any and all actions reasonably requested by MMC in connection with obtaining the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, MMREIS shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither MMC nor any MMC Affiliate shall be required to provide MMREIS or any MMREIS Affiliate or any other Person access to or copies of any information (including the proceedings of any Tax Contest) other than information that relates to MMREIS, the business or assets of MMREIS or any MMREIS Affiliate, or MMREIS’s rights and obligations under this Agreement and (ii) in no event shall any of the Companies MMC or any of their respective Affiliates MMC Affiliate be required to provide the other Companies or MMREIS, any of their respective Affiliates MMREIS Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine MMC determines that the provision of any information to the other Companies MMREIS or their respective Affiliates any MMREIS Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 7 in a manner that avoids any such harm or consequence. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither MMREIS nor any MMREIS Affiliate shall be required to provide MMC or any MMC Affiliate or any other Person access to or copies of any information (including the proceedings of any Tax Contest) other than information that relates to MMC, the business or assets of MMC or any MMC Affiliate or MMC’s rights and obligations under this Agreement and (ii) in no event shall MMREIS or any MMREIS Affiliate be required to provide MMC, any MMC Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that MMREIS determines that the provision of any information to MMC or any MMC Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Motorola Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Motorola nor any Motorola Affiliate shall be required to provide SpinCo or any Spinco Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate and (ii) in no event shall any of the Companies Motorola or any of their respective Affiliates Motorola Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Motorola determines that the provision of any information to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies Company and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their its possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other CompaniesCompany, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. In addition, SpinCo shall provide (and shall cause its Affiliates to provide) XPO and its agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with the preparation and filing of any Tax Return (including any statement, agreement or informational Tax Return) or in connection with any potential election by XPO under Treasury Regulations Section 1.245A-5(e)(3)(i) to close the taxable year of any controlled foreign corporation transferred to the SpinCo Group (which election shall be made at XPO’s sole and absolute discretion). (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies either Company or any of their respective its Affiliates be required to provide the other Companies Company or any of their respective its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their its respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (ai) Each of Notwithstanding anything to the Companies contrary in this Agreement (including Section 7.4(b)), following the Closing Date, the Stakeholder Representative, and its Affiliates, on the one hand, and Parent and its Affiliates (including the Acquired Companies), on the other hand, shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided to), to the extent reasonably requested in Section 9. Each of writing by the Companies shall also other party: a. make available to the other Companies, as reasonably requested party or parties all information in its possession relating to any of the Acquired Companies which is relevant in the preparation and available, personnel filing of any Tax Return (including employees any Pro Forma Tax Return) for any Tax period; b. cooperate fully in responding to any inquiry from, or any dispute with, any Governmental Entity and agents in the preparation for or defense of any Third Party Claim relating to Taxes, in each case relating to any of the Companies Acquired Companies; and c. timely sign and deliver such certificates or their respective Affiliates) responsible for preparingforms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), maintainingor file Tax Returns or other reports with respect to, and interpreting information and documents relevant to Taxes. (bii) Any information Section 9.3 shall apply to any Third Party Claim for Taxes for any Pre-Closing Tax Period; provided that (A) Parent or documents provided under this Section 8 the Surviving Corporation shall provide notice of any such Third Party Claim to the Stakeholder Representative regardless of whether Parent or Section 9 shall be kept confidential by the Company or Companies receiving Surviving Corporation intends to seek indemnity pursuant to Article IX with respect to such Third Party Claim; and (B) neither Parent, the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or Surviving Corporation nor any of their respective Affiliates shall be required permitted to provide settle or compromise any such Third Party Claim that could result in an increase in Taxes (or reduction in Tax attributes) (x) of the other Acquired Companies for any Pre-Closing Tax Period or any (y) of their respective Affiliates the ICG Consolidated Group, in each case without the prior written consent of the Stakeholder Representative (which consent shall not be unreasonably withheld, conditioned or any other Person access to or copies delayed). In the case of any information Third Party Claim with respect to Taxes that is controlled by the Stakeholder Representative or another member of the ICG Consolidated Group (other than any Acquired Company), such Person (A) shall, as it determines to be reasonable, prosecute such Third Party Claim in good faith, (B) shall keep the Parent reasonably informed of the status of developments with respect to such Third Party Claim and (C) shall not settle or concede any such Third Party Claim without the prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) of Parent if such action settlement or concession could reasonably be expected to result in a material increase in Taxes (or reduction in Tax attributes of Parent or the waiver of Acquired Companies) for any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequencePost-Closing Tax Period.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 98 of this Agreement. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. SMTA and each other member of the SMTA Group, on the one hand, and SRC and member of the SRC Group, on the other hand, shall cooperate with each other and take any and all actions reasonably requested by the other in connection with obtaining a Tax Opinion or Ruling (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that no one shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events occurring after December 31, 2018 or over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine SRC determines that the provision of any information or documents to SMTA or any of its Affiliates, or SMTA determines that the other Companies provision of any information or their respective Affiliates documents to SRC or any SRC Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Company nor any Affiliate shall be required to provide the other Company or any Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to the first Company, the business or assets of the first Company or any of its Affiliates and (ii) in no event shall any of the Companies Company or any of their respective its Affiliates be required to provide the other Companies or Company, any of their respective the other Company’s Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine a Company determines that the provision of any information to the other Companies Company or their respective Affiliates an Affiliate of the other Company could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties Company shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 98 of this Agreement. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. The LogMeIn Parties and each other member of their respective Groups shall cooperate with Citrix and take any and all actions reasonably requested by Citrix in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that none of SpinCo, RMT Parent or any other member of their respective Groups shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement, the Separation Agreement or any other agreementAncillary Agreement, in no event (i) neither Citrix nor any Citrix Affiliate shall any of the Companies be required to provide SpinCo, RMT Parent or any of their respective Affiliates or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to a member of the SpinCo Group or to the SpinCo Business, (ii) neither SpinCo, RMT Parent nor any of their respective Affiliates shall be required to provide Citrix or any Citrix Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other Companies than information, documents or procedures that relate solely to a member of the Citrix Group or to the Citrix Business, (iii) in no event shall Citrix or any Citrix Affiliate be required to provide SpinCo, RMT Parent or any of their respective Affiliates or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege and (iv) in no event shall SpinCo, RMT Parent or any of their respective Affiliates be required to provide Citrix or any Citrix Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Citrix determines that the provision of any information or documents to the other Companies SpinCo, RMT Parent or any of their respective Affiliates Affiliates, or SpinCo or RMT Parent determines that the provision of any information or documents to Citrix or any Citrix Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may such other Company reasonably request requests in connection with Tax matters relating to the Companies and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund Refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide CoalCo or any CoalCo Affiliate or any other Person access to or copies of any information (including the proceedings of any Tax Contest) other than information that relates solely to CoalCo, the business or assets of CoalCo, or any CoalCo Affiliate and (ii) in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates available to such other Party as provided in Section 98. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Spinco shall cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that Spinco shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 7 or Section 9 8 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide Spinco or any Spinco Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Spinco, the business or assets of Spinco or any Spinco Affiliate and (ii) in no event shall any of the Companies Parent or any of their respective Affiliates Parent Affiliate be required to provide the other Companies or Spinco, any of their respective Affiliates Spinco Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Parent determines that the provision of any information or documents to the other Companies Spinco or their respective Affiliates any Spinco Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed, and (v) preparation of the provision for Taxes to be reported in IP RemainCo’s year-end financial statements for the year of the Distribution. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates available to such other Party as provided in Section 9. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees officers, directors, employees, and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the IP RemainCo Group, on the one hand, or a member of the Product SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Parties shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. Product SpinCo shall cooperate with IP RemainCo and take any and all actions reasonably requested by IP RemainCo in connection with obtaining and maintaining the effectiveness of the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant, or providing any materials or information requested by any Tax Advisor or Taxing Authority); provided, that, Product SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control. The requesting Party shall reimburse the other Party for all third-party and reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of the other Group’s personnel, incurred by the cooperating Group in complying with this Section 8.01(a); provided, that, neither Party shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $10,000 or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds 50 hours (it being expressly understood and acknowledged that all cooperation requested by a Party pursuant to this Section 8.01(a) shall count against such $10,000 and 50 hour thresholds, and such thresholds shall not apply on a per-month or per-invoice basis). A Party entitled to reimbursement pursuant to the preceding sentence (x) may issue an invoice for reimbursement in the month following the month in which the applicable cooperation was provided, but (y) shall, in any event, issue an invoice for such reimbursement no later than thirty (30) days after the end of the fiscal quarter in which the applicable cooperation was provided, and each invoice shall set forth a description of the cooperation provided. Each invoice shall be payable within forty-five (45) days after the requesting Party’s receipt of the invoice. The Transition Services Agreement, dated as of October 1, 2022, by and between IP RemainCo and Product SpinCo, and the schedules thereto, shall govern the payment for inter-Group support and services in respect of Tax items expressly provided for therein, and the preceding three sentences shall not apply with respect to such Tax items. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither IP RemainCo nor any Affiliate of IP RemainCo shall be required to provide Product SpinCo or any Affiliate of Product SpinCo or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Product SpinCo, the business or assets of Product SpinCo, or any Affiliate of Product SpinCo, and (ii) in no event shall any of the Companies IP RemainCo or any Affiliate of their respective Affiliates IP RemainCo be required to provide the other Companies or Product SpinCo, any Affiliate of their respective Affiliates Product SpinCo, or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Party determines that the provision of any information or documents to the other Companies Party or their respective Affiliates any Affiliate thereof could be commercially detrimental, violate any law or agreement agreement, or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the DuPont Group, on the one hand, or a member of the Chemours Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. Chemours shall cooperate with DuPont and take any and all actions reasonably requested by DuPont in connection with obtaining the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, Chemours shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither DuPont nor any DuPont Affiliate shall be required to provide Chemours or any Chemours Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Chemours, the business or assets of Chemours or any Chemours Affiliate and (ii) in no event shall any of the Companies DuPont or any of their respective Affiliates DuPont Affiliate be required to provide the other Companies or Chemours, any of their respective Affiliates Chemours Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine DuPont determines that the provision of any information or documents to the other Companies Chemours or their respective Affiliates any Chemours Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each Without limiting any of the Companies Parties’ obligations under the RMT Transaction Agreement, the Parties shall provide reasonably cooperate and assist (and shall cause its their respective Affiliates to providereasonably cooperate) the other Companies and their respective agentseach other, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including, among other things, (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesTax Contests, (iii) examinations determining the amount of any Tax Returnsliabilities owed under this Agreement, and (iv) obtaining a Ruling or Tax Opinion with respect to the Spinco Distribution, the Merger, or any administrative subsequent transactions (including, without limitation, by providing appropriate representations regarding discussions and negotiations prior to the Spinco Distribution with potential acquisition candidates that may be relevant under Treasury Regulations Section 1.355-7) and (v) determining the size of acquisitions as such term is used in 355(e) of the Code, in connection with the transactions contemplated by the Separation Agreement or judicial proceeding the RMT Transaction Agreement, other than as a result of the Merger; provided that the Party requesting such assistance shall reimburse the other Party and its Affiliates for any reasonable and documented out-of-pocket costs incurred by such other Party in respect of Taxes assessed or proposed to be assessedconnection with such request. Such cooperation shall include making available, upon reasonable noticenotice and during normal business hours, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates as provided in Section 9reasonably available to such other Party. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and availableavailable during normal business hours, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) The Remainco Group and RMT Group shall cooperate in good faith to minimize the impacts of the ATB Obligations following the Spinco Distribution, including by cooperating in good faith to define the Active Trade or Business in connection with the application for the Private Letter Ruling and by cooperating in good faith to obtain Tax Opinions or Rulings with respect to transactions implicating the ATB Obligations occurring after the Spinco Distribution. (c) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement, the Separation Agreement or any other agreementAncillary Agreement, in no event (i) neither Remainco nor any Remainco Affiliate shall any of the Companies be required to provide Spinco, RMT Partner or any of their respective Affiliates or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate solely to a member of the Spinco Group or to the Spinco Business, (ii) neither Spinco, RMT Partner nor any of their respective Affiliates shall be required to provide Remainco or any Remainco Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other Companies than information, documents or procedures that relate solely to a member of the Spinco Group or to the Spinco Business, (iii) in no event shall Remainco or any Remainco Affiliate be required to provide Spinco, RMT Partner or any of their respective Affiliates or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege and (iv) in no event shall Spinco, RMT Partner or any of their respective Affiliates be required to provide Remainco or any Remainco Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Remainco determines that the provision of any information or documents to the other Companies Spinco, RMT Partner or any of their respective Affiliates Affiliates, or Spinco or RMT Partner determines that the provision of any information or documents to Remainco or any Remainco Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies Company and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9. Each of the Companies shall also make available to the other CompaniesCompany, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither IAC nor any IAC Affiliate shall be required to provide SpinCo or its Affiliates or any other Person access to or copies of any information other than information that relates solely to SpinCo, the business or assets of SpinCo or any Affiliate of SpinCo and (ii) in no event shall any of the Companies IAC or any of their respective Affiliates IAC Affiliate be required to provide the other Companies or any of their respective SpinCo, its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine IAC determines that the provision of any information to the other Companies SpinCo or their respective its Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesTax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9Article 8. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Outdoor Americas shall cooperate with CBS and take any and all actions reasonably requested by CBS in connection with obtaining the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority). (b) Any information or documents provided under this Section 8 or Section 9 Article 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither CBS nor any CBS Affiliate shall be required to provide Outdoor Americas or any Outdoor Americas Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Outdoor Americas, the business or assets of Outdoor Americas or any Outdoor Americas Affiliate and (ii) in no event shall any of the Companies CBS or any of their respective Affiliates CBS Affiliate be required to provide the other Companies or Outdoor Americas, any of their respective Affiliates Outdoor Americas Affiliate or any other Person access to or copies of any information or documents if such action would or reasonably could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine CBS determines that the provision of any information or documents to the other Companies Outdoor Americas or their respective Affiliates any Outdoor Americas Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 Article 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Parent Group, on the one hand, or a member of the Enova Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide Enova or any Enova Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to Enova, the business or assets of Enova or any Enova Affiliate and (ii) in no event shall any of the Companies Parent or any of their respective Affiliates Parent Affiliate be required to provide the other Companies or Enova, any of their respective Affiliates Enova Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Parent determines that the provision of any information to the other Companies Enova or their respective Affiliates any Enova Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence. If Enova determines that the provision of any information to Parent or any Parent Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to avoid any such harm or consequences.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Distributing nor any Distributing Affiliate shall be required to provide SpinCo or any Spinco Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to SpinCo, the business or assets of SpinCo or any SpinCo Affiliate and (ii) in no event shall any of the Companies Distributing or any of their respective Affiliates Distributing Affiliate be required to provide the other Companies or SpinCo, any of their respective Affiliates SpinCo Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Distributing determines that the provision of any information to the other Companies SpinCo or their respective Affiliates any SpinCo Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence. (c) Following the Deconsolidation, SpinCo shall, as successor in interest, timely execute (and cause any applicable member of the SpinCo Group to execute) the closing agreement provided to SpinCo by Distributing and relating to the allocation to Gateway Energy & Coke Company LLC (“Gateway”) of Section 48B Credits in respect of the qualifying gasification project described in a previous closing agreement dated March 22, 2007 by Distributing (on behalf of itself and as agent for Gateway) and the Commissioner of the Internal Revenue Service.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies, including (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund or any Tax Benefit, in each case, pursuant to this Agreement or otherwise, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section Article 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceeding relating to Taxes. (b) Any information or documents provided under this Section Article 8 or Section Article 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of in this Agreement to the contrary, (i) neither Parent nor any of its Affiliates shall be required to provide GRP&E/BCS SpinCo or any of its Affiliates or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to GRP&E/BCS SpinCo or any other member of the GRP&E/BCS Group, the business or assets of GRP&E/BCS SpinCo or any other member of the GRP&E/BCS Group and (ii) in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties Companies shall use reasonable best efforts to permit compliance with their its obligations under this Section Article 8 or Section Article 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Valero Group, on the one hand, or a member of the Corner Store Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Valero nor any Valero Affiliate shall be required to provide Corner Store or any Corner Store Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to Corner Store, the business or assets of Corner Store or any Corner Store Affiliate and (ii) in no event shall any of the Companies Valero or any of their respective Affiliates Valero Affiliate be required to provide the other Companies or Corner Store, any of their respective Affiliates Corner Store Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Valero determines that the provision of any information to the other Companies Corner Store or their respective Affiliates any Corner Store Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence. If Corner Store determines that the provision of any information to Valero or any Valero Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to avoid any such harm or consequences.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 9Article VII. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine PDL determines that the provision of any information or documents to LENSAR or any LENSAR Affiliate, or LENSAR determines that the other Companies provision of any information or their respective Affiliates documents to PDL or any PDL Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 Article VI in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other's agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the DuPont Group, on the one hand, or a member of the Chemours Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. Chemours shall cooperate with DuPont and take any and all actions reasonably requested by DuPont in connection with obtaining the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, Chemours shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither DuPont nor any DuPont Affiliate shall be required to provide Chemours or any Chemours Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Chemours, the business or assets of Chemours or any Chemours Affiliate and (ii) in no event shall any of the Companies DuPont or any of their respective Affiliates DuPont Affiliate be required to provide the other Companies or Chemours, any of their respective Affiliates Chemours Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine DuPont determines that the provision of any information or documents to the other Companies Chemours or their respective Affiliates any Chemours Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of After the Distribution, the Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, Returns and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9Article IX. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 Article VIII shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Brink’s nor any Brink’s Affiliate shall be required to provide BHS, any BHS Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to BHS, a BHS Affiliate or the business or assets of BHS or any BHS Affiliate and (ii) in no event shall any of the Companies Brink’s or any of their respective Affiliates Brink’s Affiliate be required to provide the other Companies or BHS, any of their respective Affiliates BHS Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Brink’s determines that the provision of any information to the other Companies BHS or their respective Affiliates any BHS Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 Article VIII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies [The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates available to such other Party as provided in Section 9. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees officers, directors, employees, and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the IP RemainCo Group, on the one hand, or a member of the Product SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Parties shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. Product SpinCo shall cooperate with IP RemainCo and take any and all actions reasonably requested by IP RemainCo in connection with obtaining and maintaining the effectiveness of the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant, or providing any materials or information requested by any Tax Advisor or Taxing Authority); provided, that, Product SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control. The requesting Party shall reimburse the other Party for all third-party and reasonable costs and expenses, including $[•] per hour for expenses relating to the utilization of the other Group’s personnel, incurred by the cooperating Group in complying with this Section 8.01(a) within ten (10) Business Days after receiving an invoice from the cooperating Party therefor; provided, that, neither Party shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $[•] or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds [•] hours. The Transition Services Agreement, dated as of [•], by and between IP RemainCo and Product SpinCo, and the schedules thereto, shall govern the payment for inter-Group support and services in respect of Tax items expressly provided for therein, and the preceding sentence shall not apply with respect to such Tax items.] (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither IP RemainCo nor any Affiliate of IP RemainCo shall be required to provide Product SpinCo or any Affiliate of Product SpinCo or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Product SpinCo, the business or assets of Product SpinCo, or any Affiliate of Product SpinCo, and (ii) in no event shall any of the Companies IP RemainCo or any Affiliate of their respective Affiliates IP RemainCo be required to provide the other Companies or Product SpinCo, any Affiliate of their respective Affiliates Product SpinCo, or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Party determines that the provision of any information or documents to the other Companies Party or their respective Affiliates any Affiliate thereof could be commercially detrimental, violate any law or agreement agreement, or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesTax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates available to such other Party as provided in Section 9Article 8. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any , and personnel reasonably required as witnesses or for purposes of providing information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding Acquiror and Radio and each other member of their respective Groups shall cooperate with CBS and take any other provision and all actions reasonably requested by CBS in connection with obtaining the Tax Opinions (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information reasonably requested by any Tax Advisor or Tax Authority; provided that none of this Agreement Radio, Acquiror or any other agreement, in no event shall any of the Companies or any member of their respective Affiliates Groups shall be required to provide the other Companies make or confirm any of their respective Affiliates representation or any other Person access covenant that is inconsistent with historical facts or as to future matters or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies events over which matters or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequenceevents it has no control).

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesTax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9Article 8. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Radio shall cooperate with CBS and take any and all actions reasonably requested by CBS in connection with obtaining the Tax Opinion (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information reasonably requested by any Tax Advisor or Tax Authority). (b) Any information or documents provided under this Section 8 or Section 9 Article 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither CBS nor any CBS Affiliate shall be required to provide Radio or any Radio Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Radio, the Radio Business or the assets of Radio or any Radio Affiliate and (ii) in no event shall any of the Companies CBS or any of their respective Affiliates CBS Affiliate be required to provide the other Companies or Radio, any of their respective Affiliates Radio Affiliate or any other Person access to or copies of any information or documents if such action would or reasonably could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine CBS reasonably determines that the provision of any information or documents to the other Companies Radio or their respective Affiliates any Radio Affiliate could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 Article 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies shall provide (The Stockholder Representative and shall Parent agree to furnish or cause its Affiliates to provide) the other Companies and their respective agentsbe furnished to each other, including accounting firms and legal counselupon request, with as promptly as practicable, such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxesaccess to books and records) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession assistance relating to the other Companies Surviving Corporation and their respective Affiliates any of its Subsidiaries as provided in Section 9. Each of the Companies shall also make available to the other Companies, as is reasonably requested and available, personnel (including employees and agents for the filing of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxesany Tax Returns. (b) Each of Parent and the Surviving Corporation shall (i) use reasonable best efforts to properly retain and maintain the Tax and accounting records of the Company that relate to Pre-Closing Tax Periods for the applicable statute of limitations for the Taxes in question and shall hereafter provide the Stockholder Representative with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (ii) transfer such records to the Stockholder Representative upon its written request prior to any such destruction, abandonment or disposition and (iii) allow the Stockholder Representative and its Affiliates and their respective agents and representatives, at times and dates reasonably and mutually acceptable to the parties, to from time to time inspect and review such records to the extent relating to the Company, the Surviving Corporation or any of its Subsidiaries as the Stockholder Representative may deem necessary or appropriate; provided, however, that in all cases, such activities are to be conducted by the Stockholder Representative during normal business hours and at the Stockholder Representative’s sole expense; provided, further, for the avoidance of doubt, that Parent shall not be required to provide access to any consolidated, combined, affiliated, unitary or other Tax Return of Parent or any Subsidiary of Parent, or any Tax or accounting records related thereto. Any information or documents provided obtained under this Section 8 or Section 9 8.3(b) shall be kept confidential by the Company or Companies receiving the information or documentsconfidential, except as may be otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision the conduct of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequenceTax proceeding.

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies Company and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may such other Company reasonably request requests in connection with (i) preparing and filing Tax Returns, (ii) determining the any liability for Taxes and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9Article 8. Each of the Companies shall also make available to the other CompaniesCompany, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under Article 4, this Section Article 7 or Article 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or Returns, in connection with any administrative or judicial proceedings relating to TaxesTaxes or as required by its financial statement auditors. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Pubco nor any of its Affiliates shall be required to provide LG Parent or its Affiliates or any other Person access to or copies of any information other than information that relates solely to LG Parent, the Starz Business, or any Affiliate of LG Parent, and (ii) in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties Companies shall use reasonable best efforts to permit compliance with their obligations under this Section Article 7 or Article 8 or Section 9 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of The Seller Representative and the Companies shall provide (and shall Purchaser agree to furnish or cause its Affiliates to provide) the other Companies and their respective agentsbe furnished to each other, including accounting firms and legal counselupon request, with as promptly as practicable, such cooperation or information as they may reasonably request in connection with (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxesaccess to books and records) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession assistance relating to the other Companies and their respective Affiliates Group as provided in Section 9. Each of the Companies shall also make available to the other Companies, as is reasonably requested for the filing of any Tax Returns and availablethe preparation, personnel (including employees and agents prosecution, defense or conduct of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxesany Tax Contest. (b) The Seller Representative and the Purchaser shall reasonably cooperate with each other in the conduct of any Tax Contest involving or otherwise relating to the Group (or their income or assets) and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 10.4. Any information or documents provided obtained under this Section 8 or Section 9 10.4(b) shall be kept confidential by the Company or Companies receiving the information or documentsconfidential, except as may be otherwise be necessary in connection with the filing of Tax Returns or in the conduct of any Tax Contest. (c) The Purchaser shall, and shall cause each member of the Group to, (i) use commercially reasonable efforts to properly retain and maintain the Tax and accounting records of the Group that relate to Pre-Closing Tax Periods for ten (10) years and shall hereafter provide the Seller Representative with written notice prior to any destruction, abandonment or disposition of all or any portions of such records, (ii) transfer such records to the Seller Representative and its Affiliates upon written request prior to any such destruction, abandonment or disposition and (iii) allow the Seller Representative and its Affiliates and their respective Representatives, at times and dates reasonably and mutually acceptable, to from time to time inspect and review such records as the Seller Representative or its Affiliates may deem necessary or appropriate; provided, however, that in all cases, such activities are to be conducted by the Seller Representative or its Affiliates during normal business hours and at the Seller Representative’s or its Affiliates’ sole expense. Any information obtained under this Section 10.4(c) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or in the conduct of any administrative or judicial proceedings relating Tax Contest. (d) Notwithstanding anything herein to Taxes. Notwithstanding any other provision of this Agreement or any other agreementthe contrary, (i) in no event shall any Person be entitled to originals or copies of (and Purchaser shall not be required to deliver originals or copies of) or to review or inspect any Tax Returns of the Companies Purchaser or any of their respective its Affiliates be required (other than Tax Returns or portions thereof that relate solely to provide members of the other Companies Group) and (ii) Purchaser shall have the sole and exclusive right to control any Tax Contest in respect of Taxes of the Purchaser or any of their respective its Affiliates or (other than any other Person access to or copies of any information if such action could reasonably be expected to result in Tax Contest solely involving the waiver of any Privilege. In addition, in the event that any members of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequenceGroup).

Assistance and Cooperation. (a) Each of In addition to the Companies obligations enumerated in Sections 3.3 and 7.6, Distributing and Splitco shall provide reasonably cooperate (and shall cause its their respective Subsidiaries and Affiliates to providereasonably cooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies (and their respective Subsidiaries and Affiliates), including (i) preparing provision of relevant documents and filing Tax Returnsinformation in their possession that are reasonably requested by the other party, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companieseach other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies parties or their respective Subsidiaries or Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any , and personnel reasonably required as witnesses or for purposes of providing information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the in connection with any Tax Proceedings, and (iii) maintaining such books and records and providing such information or documents, except and executing such documents as may otherwise be necessary reasonably requested in connection with the filing of Tax Combined Returns and Separate Returns, or the filing of a refund claim (including certification, to the best of a party’s knowledge, of the accuracy and completeness of the information it has supplied); provided that, subject to Section 9.3, the party requesting information or assistance pursuant to this Section 5 shall reimburse the other party for any reasonable and documented out-of-pocket costs and expenses incurred by such other party in connection with any administrative or judicial proceedings relating to Taxessuch request. Notwithstanding any other provision of this Agreement or any other agreementthe foregoing, in no event shall any of the Companies or neither Distributing nor Splitco (nor any of their respective Affiliates Subsidiaries and Affiliates) shall be required to provide to the other Companies or any of their respective Affiliates or any other Person access to to, or copies of of, any information if such action or documents to the extent that doing so could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that violate any of the Companies determine that the provision of any information to the other Companies law, or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, ; provided that the Parties parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 the information request in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 98 of this Agreement. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Orion and each other member of the Orion Group, on the one hand, and Realty Income and member of the Realty Income Group, on the other hand, shall cooperate with each other and take any and all actions reasonably requested by the other in connection with obtaining a Tax Opinion or Ruling (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that no one shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events occurring after December 31, 2021 or over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Realty Income determines that the provision of any information or documents to Orion or any of its Affiliates, or Orion determines that the other Companies provision of any information or their respective Affiliates documents to Realty Income or any Realty Income Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and the members of their respective Groups, including (i) preparing the preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective Affiliates the members of its Group and pertinent to the matters described in the preceding sentence available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes covered by this Agreement, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to such Taxes. In the event that a member of the MMC Group, on the one hand, or a member of the MMI Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. MMI shall cooperate with MMC and take any and all actions reasonably requested by MMC in connection with obtaining the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, MMI shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither MMC nor any MMC Affiliate shall be required to provide MMI or any MMI Affiliate or any other Person access to or copies of any information (including the proceedings of any Tax Contest) other than information that relates to MMI, the business or assets of MMI or any MMI Affiliate, or MMI’s rights and obligations under this Agreement and (ii) in no event shall any of the Companies MMC or any of their respective Affiliates MMC Affiliate be required to provide the other Companies or MMI, any of their respective Affiliates MMI Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine MMC determines that the provision of any information to the other Companies MMI or their respective Affiliates any MMI Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 7 in a manner that avoids any such harm or consequence. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither MMI nor any MMI Affiliate shall be required to provide MMC or any MMC Affiliate or any other Person access to or copies of any information (including the proceedings of any Tax Contest) other than information that relates to MMC, the business or assets of MMC or any MMC Affiliate or MMC’s rights and obligations under this Agreement and (ii) in no event shall MMI or any MMI Affiliate be required to provide MMC, any MMC Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that MMI determines that the provision of any information to MMC or any MMC Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies The Parties shall provide reasonably cooperate (and shall cause its their respective Affiliates to providereasonably cooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesTax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making availableall information and documents in a Party’s possession relating to any other Party and its Affiliates available to such other Party, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9Article 8. Each of the Companies Parties shall also make available to the other CompaniesParty, as reasonably requested and availableon a mutually convenient basis, personnel (including employees officers, directors, employees, and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section Article 7 or Article 8 or Section 9 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreementTransaction Document, in no event (i) neither Parent nor any Affiliate of Parent shall any of the Companies or any of their respective Affiliates be required to provide the other Companies SpinCo or any of their respective its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in information, documents, or procedures (including the waiver proceedings of any Privilege. In additionTax Contest) other than information, in the event documents, or procedures that any relate solely to a member of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any PrivilegeSpinCo Group, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 SpinCo Business, or Section 9 in a manner that avoids the assets of SpinCo or any such harm or consequence.Affiliate of SpinCo;

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies, including (i) preparing and filing Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund or any Tax Benefit, in each case, pursuant to this Agreement or otherwise, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates as provided in Section 9Article VIII. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, maintaining and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceeding relating to Taxes. (b) Any information or documents provided under this Section 8 Article VII or Section 9 Article VIII shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of in this Agreement to the contrary, (i) neither Parent nor any of its Affiliates shall be required to provide SpinCo or any of its Affiliates or any other agreementPerson access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to SpinCo or any other member of the SpinCo Group, the business or assets of SpinCo or any other member of the SpinCo Group and (ii) in no event shall any either of the Companies or any of their its respective Affiliates be required to provide the other Companies Company or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilegeprivilege. In addition, in the event that any of the Companies determine either Company determines that the provision of any information to the other Companies Company or their respective its Affiliates could be commercially detrimental, violate any law Law or agreement or waive any Privilegeprivilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 Article VII or Section 9 Article VIII in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of After the Companies Closing Date, Sellers and Purchaser shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Conveyed Companies and the Purchased Assets, including (i) preparing the preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding proceedings in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating related to the other Companies and their respective Affiliates Business available to the other, as provided in Section 98.9 hereof. Each of the Companies Sellers and Purchaser also shall also (and shall cause their respective Affiliates to) make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) . Any information or documents provided under this Section 8 or Section 9 8.8 shall be kept confidential by the Company or Companies party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of . (b) After the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In additionClosing Date, in the event that any Conveyed Company intends to file any report of its financial data to any Governmental Authority (including without limitation the Companies determine that statutory accounts prepared by Tyco Networks (Germany) GmbH) with respect to a fiscal or accounting period during any portion of which a Seller or any of its Affiliates owned an interest in such Conveyed Company, Purchaser shall cause the provision applicable officers, directors, employees and agents of any information such Conveyed Company to (i) make available to Sellers a copy of such report no later than the tenth (10th) Business Day prior to the other Companies due date of such report and (ii) incorporate all good faith comments of Sellers to such report to the extent relating to the time period when such Seller or their respective any of its Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 or Section 9 owned an interest in a manner that avoids any such harm or consequenceConveyed Company.

Assistance and Cooperation. (a) Each of the Companies a. The Parties shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the any other Companies Party and their respective its Affiliates reasonably available to such other Party as provided in Section 9Article VII. Each of the Companies Parties shall also make available to the any other CompaniesParty, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) b. Any information or documents provided under this Section 8 or Section 9 Agreement shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, in no event shall any of the Companies or any of their respective Affiliates be required to provide the other Companies or any of their respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine PDL determines that the provision of any information or documents to LENSAR or any LENSAR Affiliate, or LENSAR determines that the other Companies provision of any information or their respective Affiliates documents to PDL or any PDL Affiliate, could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties shall use commercially reasonable best efforts to permit each other’s compliance with their its obligations under this Section 8 or Section 9 Article VI in a manner that avoids any such harm or consequence.

Assistance and Cooperation. After the Closing Date, each of Parent and Acquiror shall, and shall cause their respective Affiliates to: (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) assist the other Companies and their respective agents, including accounting firms and legal counsel, with party in preparing any Tax Returns which such cooperation or information as they may reasonably request in connection with (i) other party is responsible for preparing and filing in accordance with Section 7.01; (b) cooperate fully in preparing for any audits of, or disputes with any Tax ReturnsAuthority regarding, any Tax Returns of a Target Entity; (iic) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to the other Companies, and to any Tax Authority as reasonably requested and availableall information, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information records and documents relevant relating to Taxes.Taxes of any Target Entity; (bd) Any information provide timely notice to the other in writing of any pending or documents provided under this Section 8 threatened Tax audits or Section 9 shall be kept confidential by assessments of any Target Entity for taxable periods for which the Company or Companies receiving other may have a liability; (e) furnish the information or documents, except as may otherwise be necessary in connection other with the filing copies of all correspondence received from any Tax Returns or Authority in connection with any administrative Tax audit or judicial proceedings relating information request with respect to any taxable period for which the other may have a liability; (f) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Transfer Taxes. Notwithstanding any ; and (g) timely provide to the other provision powers of attorney or similar authorizations necessary to carry out the purposes of this Agreement or any other agreementARTICLE VII; provided, in no event shall that neither Parent nor any of the Companies its Affiliates (nor their respective Representatives) shall be required to disclose to Acquiror or any of their respective Affiliates be required to provide the other Companies its Representatives any consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of their respective its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In additionTax-related work papers, except, in each case, for materials or portions thereof that relate solely to the event that Business or Target Entities. If reasonably requested by Parent, Acquiror shall enter into a customary joint defense agreement with Parent or any Affiliate of the Companies determine that the provision of Parent with respect to any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts provided to permit compliance with their obligations under Acquiror pursuant to this Section 8 or 7.03. In the event of any conflict between ARTICLE X and this Section 9 in a manner that avoids any such harm or consequence7.03, this Section 7.03 shall control.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Houston Group, on the one hand, or a member of the Seattle Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Houston acknowledges and agrees that Miami may seek from one or more of its tax advisors an opinion regarding the application of Section 7874(b) of the Code to Miami as a result of the Merger. Each Party shall (and shall cause its respective Affiliates to) reasonably cooperate with each other and with each other’s agents and advisors in connection with obtaining such tax opinion and any tax opinion set forth on Schedule 2 (to the extent not delivered prior to the date of this Agreement), including by providing any materials or information reasonably requested by the tax advisors rendering such opinion and by executing a representation letter containing representations and covenants (subject to customary assumptions and conditions) regarding such facts and actions within such Party’s control that are reasonably necessary for the rendering of such tax opinion. (c) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Company nor any Affiliate shall be required to provide the other Company or any Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to the first Company, the business or assets of the first Company or any of its Affiliates and (ii) in no event shall any of the Companies Company or any of their respective its Affiliates be required to provide the other Companies or Company, any of their respective the other Company’s Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine a Company determines that the provision of any information to the other Companies Company or their respective Affiliates an Affiliate of the other Company could be commercially detrimental, violate any law Law or agreement or waive any Privilege, the Parties Company shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequence.. 26 Section 8.02

Assistance and Cooperation. (a) Each of the Companies shall provide (and shall cause its Affiliates to provide) the other Companies and their respective agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with (i) preparing Buyer, the Company and filing Tax ReturnsShareholder shall cooperate fully, (ii) determining the liability for as and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies and their respective Affiliates as provided in Section 9. Each of the Companies shall also make available to extent reasonably requested by the other Companiesparty, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns pursuant to this Section 6.3 and any audit, litigation or other proceeding with respect to Taxes of the Company (or Shareholder or any of its Affiliates with respect to the Transferred Assets) and shall make available to one another and to any Governmental Entity, as reasonably requested in connection with any administrative Tax Return described in Section 6.3(b) or judicial proceedings any Tax Proceeding described in Section 6.3(d), all information relating to Taxes. Notwithstanding any other provision of this Agreement Taxes or any other agreement, in no event shall any Tax Returns of the Companies Company (or Shareholder or any of their respective its Affiliates be required with respect to the Transferred Assets). Such cooperation shall also include, without limitation, the retention and (upon the other party's reasonable 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 materials provided hereunder. The Company and Shareholder agree to (A) 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 statute of limitations (and, to the extent notified by Buyer or Shareholder, any extensions thereof) of the respective taxable periods, and abide by all record retention agreements entered into with any Taxing authority, and (B) give the other Companies party reasonable written notice prior to transferring, destroying or discarding any such Books and Records, and, if the other party so requests, the Company or Shareholder, as the case may be, shall allow the other party to take possession of their respective Affiliates such Books and Records. (ii) Buyer and Shareholder further agree, upon request, to use reasonable efforts to obtain any certificate or other document from any governmental body or any other Person access as may be necessary to mitigate, reduce or copies of eliminate any information if Tax that could be imposed; provided that obtaining such action could certificate or other document may not reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilegeadversely affect Shareholder, the Parties shall use reasonable best efforts to permit compliance with their obligations under this Section 8 Company, Buyer or Section 9 in a manner that avoids any such harm or consequenceBuyer Affiliate.

Assistance and Cooperation. (a) Each of the Companies Parties shall provide (and shall cause its Affiliates to provide) the other Companies and their respective its agents, including accounting firms and legal counsel, with such cooperation or information as they may such other Party reasonably request requests in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund Refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Party and their respective its Affiliates as provided in Section 9Article IX. Each of the Companies Parties shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 Article VIII or Section 9 Article IX shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Parent nor any Parent Affiliate shall be required to provide SpinCo or any SpinCo Affiliate or any other Person access to or copies of any information (including the proceedings of any Tax Contest) other than information that relates solely to SpinCo, the business or assets of SpinCo, or any SpinCo Affiliate and (ii) in no event shall any either of the Companies Parties or any of their its respective Affiliates be required to provide the other Companies Party or any of their its respective Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine either Party determines that the provision of any information to the other Companies Party or their respective its Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 Article VIII or Section 9 Article IX in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the The Companies shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Affiliates including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Specified Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Specified Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective its Affiliates available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other Companiesother, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Specified Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Specified Taxes. In the event that a member of the Pfizer Group, on the one hand, or a member of the Zoetis Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. (b) Any information or documents provided under this Section 8 or Section 9 7 shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Pfizer nor any Pfizer Affiliate shall be required to provide Zoetis or any Zoetis Affiliate or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate to Zoetis, the business or assets of Zoetis or any Zoetis Affiliate and (ii) in no event shall any of the Companies Pfizer or any of their respective Affiliates Pfizer Affiliate be required to provide the other Companies or Zoetis, any of their respective Affiliates Zoetis Affiliate or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine Pfizer determines that the provision of any information to the other Companies Zoetis or their respective Affiliates any Zoetis Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties parties shall use reasonable best efforts to permit compliance with their its obligations under this Section 8 or Section 9 7 in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of the Companies Company shall provide (cooperate, and shall cause its Affiliates to provide) the other Companies members of its Group to cooperate, with the other Company and their respective agentsits agents and representatives, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Companies and their Groups, including (i) preparing preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, Returns and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating to the other Companies Company and their respective Affiliates the other members of its Group available to the other Company as provided in Section 9Article VII. Each of the Companies Company shall also make available to the other CompaniesCompany, as reasonably requested and available, personnel (including officers, employees and agents of such Company and the Companies or their respective Affiliatesother members of its Group) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. (b) Any information or documents provided under this Section 8 or Section 9 Article VI shall be kept confidential by the Company or Companies receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or to the contrary contained in any other agreementTransaction Document, in no event shall (i) neither Company nor any of the Companies or any other members of their respective Affiliates its Group shall be required to provide the other Companies Company or any of their respective Affiliates the other members of its Group or any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that relate solely to the first Company, the business or assets of the first Company or any of the other members of its Group and (ii) in no event shall a Company or the other members of its Group be required to provide the other Company, any of the other Group’s members or any other Person access to or copies of any information if such action in each of clause (i) or clause (ii) could reasonably be expected to result in the waiver of any Privilegeprivilege. In addition, in the event that any of the Companies determine if a Company determines that the provision of any information to the other Companies Company or their respective Affiliates any of the other members of its Group could be commercially detrimental, violate any law Law or agreement or waive any Privilegeprivilege, the Parties then such Company shall use reasonable best efforts to permit compliance comply with their its obligations under this Section 8 or Section 9 Article VI in a manner that avoids any such harm or consequence.

Assistance and Cooperation. (a) Each of After the Companies Closing Date, Seller and Purchaser shall provide cooperate (and shall cause its their respective Affiliates to providecooperate) the with each other Companies and their respective with each other’s agents, including accounting firms and legal counsel, with such cooperation or information as they may reasonably request in connection with Tax matters relating to the Conveyed Company and the Purchased Assets, including (i) preparing the preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding proceedings in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making available, upon reasonable notice, all information and documents in their possession relating related to the other Companies and their respective Affiliates Business available to the other, as provided in Section 97.9 hereof. Each of the Companies Seller and Purchaser also shall also (and shall cause their respective Affiliates to) make available to the other Companiesother, as reasonably requested and available, personnel (including employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes. (b) . Any information or documents provided under this Section 8 or Section 9 7.8 shall be kept confidential by the Company or Companies Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement. (b) Seller, in no event shall any on behalf of the Companies Equity Selling Entity and each Conveyed Company, agrees that during the period of nine (9) months following the Closing Date it will take all reasonable steps to cooperate with any election under Section 338(g) of the Code that Purchaser may choose to make in connection with the acquisition of each Conveyed Company, provided that no such election shall have an adverse tax effect on Seller or any of their respective Affiliates be required to provide the other Companies or any of their respective its Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that any of the Companies determine that the provision of any information to the other Companies or their respective Affiliates could be commercially detrimental, violate any law or agreement or waive any Privilege, the Parties shall use reasonable best efforts to permit compliance with their increase Seller’s indemnification obligations under this Section 8 or Section 9 in a manner that avoids any such harm or consequenceArticle VII.