Common use of Cooperation and Record Retention Clause in Contracts

Cooperation and Record Retention. (a) Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to, cooperate with any member of the other Group in the conduct of any audit or other proceedings in respect of Taxes and related Liabilities for a Relevant Tax Period. Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to, execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Agreement. Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to notify Spinco in writing, and Spinco shall and shall cause each other member of the Spinco Group to notify Lithium Argentina in writing, of any audit, assessment or reassessment adjustments which do not result in Tax liability but can be reasonably expected to affect Tax Returns of a member of the other Group for any taxable year or other tax period. (b) Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to retain records, documents, accounting data and other information (including computer data) necessary for the preparation, filing, review or audit of any Tax Returns in respect of any Relevant Tax Period in accordance with their respective record retention policies and all Applicable Law (or in the absence of which, until the tenth (10th) anniversary of the Effective Date). (c) Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to, provide to any member of the other Group reasonable access to such records, documents, data and information and to personnel and premises and ensure the reasonable cooperation of such personnel during normal business hours for the purpose of the review or audit of any Tax Returns in respect of any Relevant Tax Period. (d) Spinco shall, and shall cause each other member of the Spinco Group to, provide to Lithium Argentina access to such records, documents, data, information, personnel and premises of Spinco and of the other relevant members of the Spinco Group as may be required by Lithium Argentina to comply with the provisions in the Tax Act relating to foreign affiliates or to transfer pricing. Without limiting the generality of the foregoing, Spinco shall cause each other member of the Spinco Group that was a foreign affiliate (as defined in the Tax Act) of Lithium Argentina on or before the Effective Date, upon request by Lithium Argentina, to: (i) respond in full to inquiries of the CRA concerning foreign affiliates within one (1) month of the receipt thereof; (ii) provide Lithium Argentina with complete financial statements; (iii) respond to questions concerning Form T106 within fifteen (15) Business Days of receipt; and (iv) respond promptly to other relevant questions for the purposes of the foreign affiliate regime or the transfer-pricing regime in all cases for any Relevant Tax Period. (e) Each of Lithium Argentina and Spinco (each the "Employer") shall cooperate with the other Party (each the "Issuer") and provide any information reasonably requested by the Issuer for purposes of the administration of and performance of the Issuer's obligations under any Arrangement Equity Awards granted by the Issuer under the Issuer's Equity Incentive Plan to each Arrangement Departing Participant who becomes, at any time on or after the Effective Time, a director, officer or employee of the Employer or any of its Affiliates. Without limiting the generality of the foregoing, but subject to Applicable Law, the Employer will notify the Issuer as soon as practicable after any Arrangement Departing Participant ceases to be a director, officer or employee of the Employer or any of its Affiliates. Such notice shall specify the relevant termination provisions of the Equity Incentive Plan to be applied to the Arrangement Equity Awards of the applicable Arrangement Departing Participant. To the extent not obtained prior to the Effective Date, the Employer will use commercially reasonable efforts to obtain, as soon as practicable after the Effective Time, each Arrangement Departing Participant's consent to such cooperation, information sharing and notification process, which consent shall be in writing in a form and substance satisfactory to the Issuer (acting reasonably) and duly executed by the applicable Arrangement Departing Participant.

Cooperation and Record Retention. (a) Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to, cooperate with any member of the other Group in the conduct of any audit or other the proceedings in respect of Taxes and related Liabilities for a Relevant Tax Pre-Separation Period or Straddle Period. Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to, execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Agreement. Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to notify Spinco Novelis in writing, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to notify Lithium Argentina Alcan in writing, of any audit, assessment or reassessment audit adjustments which do not result in Tax liability but can be reasonably expected to affect Tax Returns of a member of the other Group for any taxable year or other tax periodPeriod. (b) Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to to, in accordance with their respective current record retention policies and all Applicable Laws, retain records, documents, accounting data and other information (including computer data) necessary for the preparation, filing, review or audit of any Tax Returns in respect of any Relevant Tax Pre-Separation Period in accordance with their respective record retention policies and all Applicable Law (or in the absence of which, until the tenth (10th) anniversary of the Effective Date)Straddle Period. (c) Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to, provide to any member of the other Group reasonable access to such records, documents, data and information and to personnel and premises and ensure the reasonable cooperation of such personnel during normal business hours for the purpose of the review or audit of any Tax Returns in respect of any Relevant Tax Pre-Separation Period or Straddle Period. (d) Spinco Novelis shall, and shall cause each other member of the Spinco Novelis Group to, provide to Lithium Argentina Alcan access to such records, documents, data, information, personnel and premises of Spinco Novelis and of the other relevant members of the Spinco Novelis Group as may be required by Lithium Argentina Alcan to comply with the provisions in the Tax Act relating Canadian tax regime applicable to Canadian foreign affiliates or to transfer pricing. Without limiting the generality of the foregoing, Spinco Novelis shall cause each other member of the Spinco Novelis Group that was a foreign affiliate (as defined in the Tax Act) of Lithium Argentina on or Alcan before the Effective DateSeparation, upon request by Lithium ArgentinaAlcan, to: (i) respond in full to inquiries the annual questionnaire of the CRA concerning foreign affiliates (generally known as the "Foreign Affiliate Reporting Package") within one three (13) month months of the receipt thereofof such questionnaire; (ii) provide Lithium Argentina Alcan with complete financial statements; (iii) respond to questions concerning Form T106 T-106 within fifteen one (151) Business Days month of receipt; and (iv) respond promptly to other relevant questions for the purposes of the foreign affiliate regime or the transfer-pricing regime in all cases for any Relevant Tax Pre-Separation Period or Straddle Period. (e) Each of Lithium Argentina and Spinco (each the "Employer") shall cooperate with the other Party (each the "Issuer") and provide any information reasonably requested by the Issuer for purposes of the administration of and performance of the Issuer's obligations under any Arrangement Equity Awards granted by the Issuer under the Issuer's Equity Incentive Plan to each Arrangement Departing Participant who becomes, at any time on or after the Effective Time, a director, officer or employee of the Employer or any of its Affiliates. Without limiting the generality of the foregoing, but subject to Applicable Law, the Employer will notify the Issuer as soon as practicable after any Arrangement Departing Participant ceases to be a director, officer or employee of the Employer or any of its Affiliates. Such notice shall specify the relevant termination provisions of the Equity Incentive Plan to be applied to the Arrangement Equity Awards of the applicable Arrangement Departing Participant. To the extent not obtained prior to the Effective Date, the Employer will use commercially reasonable efforts to obtain, as soon as practicable after the Effective Time, each Arrangement Departing Participant's consent to such cooperation, information sharing and notification process, which consent shall be in writing in a form and substance satisfactory to the Issuer (acting reasonably) and duly executed by the applicable Arrangement Departing Participant.

Cooperation and Record Retention. (a) Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to, cooperate with any member of the other Group in the conduct of any audit or other the proceedings in respect of Taxes and related Liabilities for a Relevant Tax Pre-Separation Period or Straddle Period. Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to, execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Agreement. Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to notify Spinco Novelis in writing, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to notify Lithium Argentina Alcan in writing, of any audit, assessment or reassessment audit adjustments which do not result in Tax liability but can be reasonably expected to affect Tax Returns of a member of the other Group for any taxable year or other tax periodPeriod. (b) Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to to, in accordance with their respective current record retention policies and all Applicable Laws, retain records, documents, accounting data and other information (including computer data) necessary for the preparation, filing, review or audit of any Tax Returns in respect of any Relevant Tax Pre-Separation Period in accordance with their respective record retention policies and all Applicable Law (or in the absence of which, until the tenth (10th) anniversary of the Effective Date)Straddle Period. (c) Lithium Argentina Alcan shall and shall cause each other member of the Lithium Argentina Alcan Group to, and Spinco Novelis shall and shall cause each other member of the Spinco Novelis Group to, provide to any member of the other Group reasonable access to such records, documents, data and information and to personnel and premises and ensure the reasonable cooperation of such personnel during normal business hours for the purpose of the review or audit of any Tax Returns in respect of any Relevant Tax Pre-Separation Period or Straddle Period. (d) Spinco shall, Novelis shall provide and shall cause each other member of the Spinco Novelis Group to, to provide to Lithium Argentina Alcan access to such records, documents, data, information, personnel and premises of Spinco Novelis and of the other relevant members of the Spinco Novelis Group as may be required by Lithium Argentina Alcan to comply with the provisions in the Tax Act relating Canadian tax regime applicable to Canadian foreign affiliates or to transfer pricing. Without limiting the generality of the foregoing, Spinco Novelis shall cause each other member of the Spinco Novelis Group that was a foreign affiliate (as defined in the Tax Act) of Lithium Argentina on or Alcan before the Effective DateSeparation, upon request by Lithium ArgentinaAlcan, to: (i) respond in full to inquiries the annual questionnaire of the CRA concerning foreign affiliates (generally known as the "Foreign Affiliate Reporting Package") within one (1) month 3 months of the receipt thereofof such questionnaire; (ii) provide Lithium Argentina Alcan with complete financial statements; (iii) respond to questions concerning Form T106 T-106 within fifteen one (151) Business Days month of receipt; and (iv) respond promptly to other relevant questions for the purposes of the foreign affiliate regime or the transfer-pricing regime in all cases for any Relevant Tax Pre-Separation Period or a Straddle Period. (e) Each of Lithium Argentina and Spinco (each the "Employer") shall cooperate with the other Party (each the "Issuer") and provide any information reasonably requested by the Issuer for purposes of the administration of and performance of the Issuer's obligations under any Arrangement Equity Awards granted by the Issuer under the Issuer's Equity Incentive Plan to each Arrangement Departing Participant who becomes, at any time on or after the Effective Time, a director, officer or employee of the Employer or any of its Affiliates. Without limiting the generality of the foregoing, but subject to Applicable Law, the Employer will notify the Issuer as soon as practicable after any Arrangement Departing Participant ceases to be a director, officer or employee of the Employer or any of its Affiliates. Such notice shall specify the relevant termination provisions of the Equity Incentive Plan to be applied to the Arrangement Equity Awards of the applicable Arrangement Departing Participant. To the extent not obtained prior to the Effective Date, the Employer will use commercially reasonable efforts to obtain, as soon as practicable after the Effective Time, each Arrangement Departing Participant's consent to such cooperation, information sharing and notification process, which consent shall be in writing in a form and substance satisfactory to the Issuer (acting reasonably) and duly executed by the applicable Arrangement Departing Participant.

Cooperation and Record Retention. (a) Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to, cooperate with any member of the other Group in the conduct of any audit or other proceedings in respect of Taxes and related Liabilities for a Relevant Tax Period. Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to, execute and deliver such powers of attorney and make available such other documents as are reasonably necessary to carry out the intent of this Agreement. Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to notify Spinco in writing, and Spinco shall and shall cause each other member of the Spinco Group to notify Lithium Argentina in writing, of any audit, assessment or reassessment adjustments which do not result in Tax liability but can be reasonably expected to affect Tax Returns of a member of the other Group for any taxable year or other tax period. (b) Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to retain records, documents, accounting data and other information (including computer data) necessary for the preparation, filing, review or audit of any Tax Returns in respect of any Relevant Tax Period in accordance with their respective record retention policies and all Applicable Law (or in the absence of which, until the tenth (10th) anniversary of the Effective Date). (c) Lithium Argentina shall and shall cause each other member of the Lithium Argentina Group to, and Spinco shall and shall cause each other member of the Spinco Group to, provide to any member of the other Group reasonable access to such records, documents, data and information and to personnel and premises and ensure the reasonable cooperation of such personnel during normal business hours for the purpose of the review or audit of any Tax Returns in respect of any Relevant Tax Period. (d) Spinco shall, and shall cause each other member of the Spinco Group to, provide to Lithium Argentina access to such records, documents, data, information, personnel and premises of Spinco and of the other relevant members of the Spinco Group as may be required by Lithium Argentina to comply with the provisions in the Tax Act relating to foreign affiliates or to transfer pricing. Without limiting the generality of the foregoing, Spinco shall cause each other member of the Spinco Group that was a foreign affiliate (as defined in the Tax Act) of Lithium Argentina on or before the Effective Date, upon request by Lithium Argentina, to: (i) respond in full to inquiries of the CRA concerning foreign affiliates within one (1) month of the receipt thereof; (ii) provide Lithium Argentina with complete financial statements; (iii) respond to questions concerning Form T106 within fifteen (15) Business Days of receipt; and (iv) respond promptly to other relevant questions for the purposes of the foreign affiliate regime or the transfer-pricing regime in all cases for any Relevant Tax Period. (e) Each of Lithium Argentina and Spinco (each the "“Employer"”) shall cooperate with the other Party (each the "“Issuer"”) and provide any information reasonably requested by the Issuer for purposes of the administration of and performance of the Issuer's ’s obligations under any Arrangement Equity Awards granted by the Issuer under the Issuer's ’s Equity Incentive Plan to each Arrangement Departing Participant who becomes, at any time on or after the Effective Time, a director, officer or employee of the Employer or any of its Affiliates. Without limiting the generality of the foregoing, but subject to Applicable Law, the Employer will notify the Issuer as soon as practicable after any Arrangement Departing Participant ceases to be a director, officer or employee of the Employer or any of its Affiliates. Such notice shall specify the relevant termination provisions of the Equity Incentive Plan to be applied to the Arrangement Equity Awards of the applicable Arrangement Departing Participant. To the extent not obtained prior to the Effective Date, the Employer will use commercially reasonable efforts to obtain, as soon as practicable after the Effective Time, each Arrangement Departing Participant's consent to such cooperation, information sharing and notification process, which consent shall be in writing in a form and substance satisfactory to the Issuer (acting reasonably) and duly executed by the applicable Arrangement Departing Participant.applicable