Common use of Cooperation in Tax Matters Clause in Contracts

Cooperation in Tax Matters. After the Signing Date, Sellers and Purchaser shall fully and in good faith cooperate with each other in respect of Tax matters of the Companies relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. Purchaser shall procure that Sellers are informed of all Tax assessments, announcements of Tax audits and any other written correspondence or documents which the Companies receive from a Tax authority and which may give rise to a Tax Indemnification Claim without undue delay.The Parties agree on the following: (a) Purchaser shall, and shall procure that the Companies will, forward to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim within twenty (20) Business Days after Purchaser or the relevant Company has received such Tax assessment or announcement of a Tax audit. Purchaser (i) shall provide or make available and shall ensure that the Companies provide and make available upon request all relevant books, records and documentation, (ii) shall grant, and shall ensure that each Company grants, Sellers and Sellers’ advisors the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including in the case of Tax audits the right to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and (iii) shall duly incorporate, and shall ensure that each Company incorporates in its statements to the Tax authorities any reasonable comments Sellers may have. (b) Unless required by law, Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings of any Tax audits relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action shall be deemed to be given. (c) Purchaser shall procure that, upon request of Sellers, objections are filed and legal proceedings are instituted and conducted against any Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably required by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.

Cooperation in Tax Matters. After Seller, VION and Buyer shall cooperate fully, as and to the Signing Dateextent reasonably requested by the other party, Sellers and Purchaser shall fully cause their respective Affiliates, officers, employees, agents, auditors and representatives to reasonably cooperate, in good faith cooperate connection with each other in respect the preparation and filing of Tax matters Returns of the Companies Banner Companies. Seller and VION agree (i) to retain all books and records with respect to Tax matters pertinent to any Banner Company relating to any assessment taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements, if any, entered into with any Taxing Authority, and (ii) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer provides a written request, Seller and VION shall allow Buyer at its expense to take possession of such books and records; provided that Seller and VION may retain a copy of such books and records relating to Seller’s or VION’s Taxes. Seller and VION shall use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby). Buyer shall cause the Banner Companies to provide access to Seller and VION at any reasonable time and from time to time, at the business location at which the books and records are maintained after the Closing Date, to such Tax data of the Banner Companies for taxable periods (Veranlagungszeiträumeor portions thereof) ending on or before the December 31, 2016Closing Date as Seller or VION may from time to time reasonably request. Purchaser Buyer shall procure that Sellers are informed of all Tax assessments, announcements of Tax audits and any other written correspondence or documents which the Companies receive from a Tax authority and which may give rise to a Tax Indemnification Claim without undue delay.The Parties agree on the following: (a) Purchaser shallfurnish, and shall procure that request the independent accountants and legal counsel of Buyer and the Banner Companies willto furnish, forward to Sellers copies of all Seller such additional Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim within twenty (20) Business Days after Purchaser or the relevant Company has received such Tax assessment or announcement of a Tax audit. Purchaser (i) shall provide or make available other information and shall ensure that the Companies provide and make available upon request all relevant books, records and documentation, (ii) shall grant, and shall ensure that each Company grants, Sellers and Sellers’ advisors the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including documents in the case possession of Tax audits the right such Persons relating to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and taxable periods (iiior portions thereof) shall duly incorporate, and shall ensure that each Company incorporates in its statements to the Tax authorities any reasonable comments Sellers may have. (b) Unless required by law, Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings of any Tax audits relating to any assessment periods (Veranlagungszeiträume) Banner Company ending on or before the December 31, 2016. If Purchaser Closing Date as Seller or the Companies intend VION may from time to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action shall be deemed to be giventime reasonably request. (c) Purchaser shall procure that, upon request of Sellers, objections are filed and legal proceedings are instituted and conducted against any Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably required by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.

Cooperation in Tax Matters. After Until the Signing Dateapplicable statutes of limitations (including any extensions) have expired, Sellers TEC and Purchaser TCA shall fully and each: (i) provide the other with such assistance as the other may reasonably request in good faith cooperate connection with each the preparation or amendment of any Tax Return or in connection with any audit or other in respect of Tax matters of the Companies examination by any taxing authority or any judicial or administrative proceedings relating to liability for any assessment periods (Veranlagungszeiträume) Taxes respecting any period ending on or before the December 31Closing Date or that otherwise includes the Closing Date, 2016(ii) retain and provide the other with any records or other information that may be relevant to any such Tax Return, audit, examination, proceeding or determination and (iii) provide the other with any final determination of any such audit, examination, proceedings or determination that affects any amount required to be shown on any such Tax Return. Purchaser Without limiting the generality of the foregoing, TEC and TCA shall procure that Sellers are informed each retain, until the applicable statutes of all Tax assessmentslimitations (including any extensions) have expired, announcements of Tax audits and any other written correspondence or documents which the Companies receive from a Tax authority and which may give rise to a Tax Indemnification Claim without undue delay.The Parties agree on the following: (a) Purchaser shall, and shall procure that the Companies will, forward to Sellers copies of all Tax assessments Returns, supporting work schedules and announcements of Tax audits which other records and information that may give rise be relevant to a Tax Indemnification Claim within twenty (20) Business Days after Purchaser or the relevant Company has received such Tax assessment or announcement of a Tax audit. Purchaser (i) shall provide or make available Returns as may be necessary to allow it to satisfy its obligations under this Section 5.20 and shall ensure not destroy or otherwise dispose of any such records without first providing the other with a reasonable opportunity to review and copy them. To the extent TEC reasonably requests, TCA and Thoratec shall agree to maintain the confidentiality of any information furnished by TEC under this Section 5.20, provided that the Companies provide TCA and make available upon request all relevant booksThoratec may use such information in connection with any Tax Return of Thoratec, records and documentationTCA or any Subsidiary of TCA, (ii) shall grantany communication to or from any taxing authority, and shall ensure that each Company grantsin connection with any controversy regarding any Taxes payable or paid by Thoratec, Sellers and Sellers’ advisors TCA or any Subsidiary of TCA. Without limiting the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including in the case of Tax audits the right to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and (iii) shall duly incorporate, and shall ensure that each Company incorporates in its statements to the Tax authorities any reasonable comments Sellers may have. (b) Unless required by law, Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings generality of any Tax audits relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to foregoing, during the intended action of Purchaser or period ending 60 days after the Companies or Effective Time TEC shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action shall be deemed to be given. (c) Purchaser shall procure that, upon request of Sellers, objections are filed and legal proceedings are instituted and conducted against any Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably required by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use its commercially reasonable commercial efforts to have initiated secure for TCA and TCA's Subsidiaries any tax benefit to which they are entitled as a Tax audit for the years2015 result of any settlement or other agreement between TEC and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalizedany tax authority.

Cooperation in Tax Matters. After Purchaser and the Signing DateMCIG Shareholders will cooperate fully as and to the extent reasonably requested by any of the other above-named parties, Sellers and Purchaser shall fully and in good faith cooperate connection with each other in respect the filing of Tax matters Returns pursuant to this Article XIV and any audit, litigation or other proceeding with respect to Taxes. Such cooperation will include the retention and (upon request of any of the Companies above-named parties) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The MCIG Shareholders agree to cause the Corporation to retain all books and records with respect to Tax matters pertinent to the Corporation relating to any assessment taxable period beginning before the Closing Date until the expiration of the statute of limitations (including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority. Within thirty (30) days after the Closing Date, the MCIG Shareholders will provide Purchaser with a schedule of all tax elections made by the Corporation which will affect the Taxes of Purchaser of the Corporation for all taxable years which end on or after the Closing Date; provided, however, that any elections made with respect to the Corporation’s 2002 Tax Returns will be provided upon filing of documents with the taxing authorities. So long as taxable periods (Veranlagungszeiträume) of, or related to, the Corporation ending on or before the December 31Closing Date remain open, 2016. Purchaser shall procure that Sellers are informed will, and will cause the Corporation to, promptly notify the MCIG Shareholders in writing of all Tax assessments, announcements of any pending or threatened Tax audits or assessments for which the MCIG Shareholders have or may have liability. The MCIG Shareholders will promptly notify Purchaser and the Corporation in writing of any written or other notification received by the MCIG Shareholders from the Internal Revenue Service or any other written correspondence or documents which the Companies receive from a Tax taxing authority and which may give rise to a Tax Indemnification Claim without undue delay.The Parties agree on the following: (a) Purchaser shall, and shall procure that the Companies will, forward to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim within twenty (20) Business Days after Purchaser or the relevant Company has received such Tax assessment or announcement of any proposed adjustment raised in connection with a Tax audit. Purchaser (i) shall provide , examination, proceeding or make available and shall ensure that determination of a taxable period of the Companies provide and make available upon request all relevant booksCorporation, records and documentation, (ii) shall grant, and shall ensure that each Company grants, Sellers and Sellers’ advisors the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including in the case of Tax audits the right to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and (iii) shall duly incorporate, and shall ensure that each Company incorporates in its statements to the Tax authorities any reasonable comments Sellers may have. (b) Unless required by law, Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings of any Tax audits relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action shall be deemed to be givenClosing Date. (c) Purchaser shall procure that, upon request of Sellers, objections are filed and legal proceedings are instituted and conducted against any Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably required by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.

Cooperation in Tax Matters. After Each of APC and the Signing DateStockholders’ Representative agrees to retain and furnish or cause to be furnished to one another, Sellers upon request, as promptly as practicable, such information and Purchaser assistance relating to the Company or its Subsidiaries as is reasonably necessary for the filing of all Tax Returns of or with respect to the Company or its Subsidiaries, the making of any election related to Taxes of or with respect to the Company or its Subsidiaries, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any Action relating to any Tax Return of or with respect to the Company or its Subsidiaries. Notwithstanding the foregoing or any other provision herein to the contrary, in no event shall fully the Stockholders’ Representative, in the capacity of Stockholders’ Representative, be entitled to review or otherwise have access to any income Tax Return, or information related thereto, of APC or its Affiliates (other than any income Tax Returns of the Company and in good faith its Subsidiaries for a Pre-Closing Tax Period). APC and the Stockholders’ Representative shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes of or with respect to the Company or its Subsidiaries and the Stockholders’ Representative shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section. In the event any Taxing Authority informs the Stockholders’ Representative or any Stockholder, on the one hand, or APC or the Company, on the other, of any notice of proposed audit, claim, assessment or other dispute concerning an amount of Taxes with respect to which the other party may incur Liability hereunder, the party so informed shall promptly notify the other party of such matter; provided, that failure to promptly notify shall not reduce the other party’s indemnity obligation hereunder except to the extent such party’s ability to defend against such matter is actually prejudiced thereby; and provided, further, that resolution of such audit, claim, assessment or other dispute shall be governed by Section 6.5 (Third Party Actions). Notwithstanding the foregoing, upon Closing APC shall have the sole right to represent the Company or its Subsidiaries in and control the conduct of any audit or other administrative or legal proceeding related to Taxes of or with respect to the Company or its Subsidiaries (each a “Tax matters of the Companies relating Claim”). With respect to any assessment periods (Veranlagungszeiträume) ending on or before the December 31Tax Claim that, 2016. Purchaser shall procure that Sellers are informed of all Tax assessmentsin APC’s reasonable judgment, announcements of Tax audits and any other written correspondence or documents which the Companies receive from a Tax authority and which may could give rise to a material indemnification obligation on the Indemnifying Stockholders or result in a Tax Indemnification liability of one or more of the Indemnifying Stockholders, APC agrees to permit the Stockholders’ Representative a reasonable opportunity to consult with APC regarding (but not to control or conduct) such Tax Claim at its sole cost and expense, and, with respect to Tax Claims relating to a Pre-Closing Tax Period, will not settle any Tax Claim that results in material Tax liability to any Indemnifying Stockholder without the consent of the Indemnifying Stockholder, which consent shall not be unreasonably withheld or delayed. If a Tax Claim relates solely to a Pre-Closing Tax Period and could not result in either any indemnification claim against the Indemnifying Stockholders under this Agreement or any Tax or financial impact, liability or expense to APC or the Company, in each case as determined by APC in its sole discretion, then the Stockholders’ Representative may participate in the conduct and defense of such Tax Claim and APC will not settle such Tax Claim without undue delay.The Parties agree on the following: (a) Purchaser shall, and shall procure that the Companies will, forward to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim within twenty (20) Business Days after Purchaser or the relevant Company has received such Tax assessment or announcement of a Tax audit. Purchaser (i) shall provide or make available and shall ensure that the Companies provide and make available upon request all relevant books, records and documentation, (ii) shall grant, and shall ensure that each Company grants, Sellers and Sellers’ advisors the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including in the case of Tax audits the right to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and (iii) shall duly incorporate, and shall ensure that each Company incorporates in its statements to the Tax authorities any reasonable comments Sellers may have. (b) Unless required by law, Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings of any Tax audits relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise SellersStockholders’ written consent to such action shall be deemed to be givenRepresentative. (c) Purchaser shall procure that, upon request of Sellers, objections are filed and legal proceedings are instituted and conducted against any Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably required by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.

Cooperation in Tax Matters. After the Signing Date, Sellers and Purchaser shall (i) The Parties agree to fully and in good faith cooperate with each other in respect of connection with any Tax matters of matter affecting the Group Companies and relating to any assessment periods (Veranlagungszeiträume) ending on the Sellers’ Period or before the December 31, 2016. Purchaser shall procure that Sellers are informed of all a Tax assessments, announcements of Tax audits and any other written correspondence or documents for which the Companies receive from a Sellers may become liable under Clause 7.5 or Clauses 11.4(a) to 11.4(d), including the preparation and filing of any Tax authority and which may give rise to a Return, conduct of any audit, investigation, dispute, appeal or similar proceeding or other communication with any Tax Indemnification Claim authority. Such cooperation shall include, without undue delay.The Parties agree on the following: (a) Purchaser shalllimitation, and shall procure that the Companies will, forward to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim within twenty (20) Business Days after Purchaser providing or the relevant Company has received such Tax assessment or announcement of a Tax audit. Purchaser (i) shall provide or make making available and shall ensure that the Companies provide and make available upon request all relevant books, records and documentation, (ii) shall grant, documentation and shall ensure that each Company grants, Sellers the assistance of officers and Sellers’ advisors the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including in the case of Tax audits the right to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and (iii) shall duly incorporate, and shall ensure that each Company incorporates in its statements to the Tax authorities any reasonable comments Sellers may have. (b) employees. Unless required otherwise by law, Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings of any Tax audits relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten without undue delay (10unverzüglich), but at the latest six (6) Business Days after receipt the Purchaser or any Group Company became aware of such event of any announcement and commencement of any administrative and judicial proceeding relating to the Sellers’ Period or a Tax for which the Sellers may become liable under Clause 7.5 or Clauses 11.4(a) to 11.4(d) (collectively the Relevant Tax Proceedings). The notification on the Relevant Tax Proceedings shall contain copies of all documents received from a Tax Authority related to the respective announcement or commencement of the notification either provide their written consent Relevant Tax Proceedings. The Purchaser shall procure (steht dafür ein) that the Sellers or a Tax counsel appointed by it and bound to professional secrecy are given the opportunity to duly participate in any audits by the Tax Authorities relating to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ Period, in their preparation and any scheduled audit meetings and written consent to such action shall be deemed to be givencorrespondence relating thereto, in each case at the Sellers’ own cost. (cj) Purchaser shall procure that, that upon (i) request of at least one of the Sellers, objections are filed and legal proceedings are instituted and conducted against any assessment of Pre-Effective Date Taxes and that (ii) any such Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 proceedings are conducted in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documentsreasonable directions, other information and assistance reasonably unless required otherwise by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.law,

Cooperation in Tax Matters. After Each of Purchaser and the Signing DateEquityholders’ Representative agrees to retain and furnish or cause to be furnished to one another, Sellers upon reasonable request, as promptly as practicable, such information and assistance relating to the Company as is reasonably necessary for the filing of all Tax Returns of or with respect to the Company, the making of any election related to Taxes of or with respect to the Company, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any Action relating to any Tax Return of or with respect to the Company. Purchaser and the Equityholders’ Representative shall fully and in good faith cooperate with each other in the conduct of any audit or other proceeding related to Taxes of or with respect to the Company and each shall execute and deliver such powers of attorney and other documents as are reasonably necessary to carry out the intent of this Section 4.3. Additionally, Purchaser and the Equityholders’ Representative shall consult with and cooperate with each other with respect to any proposed amendment of any Tax matters Return of the Companies relating Company filed with respect to any assessment periods a Pre-Closing Period or Straddle Period (Veranlagungszeiträume) ending on or before other similar action directly concerning the December 31Tax Returns or Tax Liability of the Company for a Pre-Closing Period or Straddle Period); provided, 2016. however, that Purchaser shall procure that Sellers are informed of all have sole discretion as to whether to file, or cause the Company to file, any such amended Tax assessmentsReturn, announcements of Tax audits and subject to the Equityholders’ Representative’s consent rights to the extent provided in Section 4.3(d). In the event any other written correspondence Taxing Authority informs the Equityholders’ Representative or documents which the Companies receive from a Tax authority and which may give rise to a Tax Indemnification Claim without undue delay.The Parties agree any Equityholder, on the following: (a) Purchaser shallone hand, and shall procure that the Companies will, forward to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim within twenty (20) Business Days after or Purchaser or the relevant Company has received such Tax or their Affiliates, on the other, of any notice of proposed audit, claim, assessment or announcement other dispute concerning an amount of a Tax audit. Purchaser (i) Taxes with respect to which the other party may incur liability hereunder, the party so informed shall provide or make available and promptly notify the other party of such matter; provided, that failure to promptly notify shall ensure that not reduce the Companies provide and make available upon request all relevant books, records and documentation, (ii) shall grant, and shall ensure that each Company grants, Sellers and Sellers’ advisors the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including in the case of Tax audits the right to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and (iii) shall duly incorporate, and shall ensure that each Company incorporates in its statements other party’s indemnity obligation hereunder except to the Tax authorities any reasonable comments Sellers may have. extent such party is actually prejudiced thereby; and provided, further, that resolution of such audit, claim, assessment or other dispute shall be governed by Section 5.5 (b) Unless required by lawThird Party Actions), Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings of any Tax audits relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31extent not inconsistent with this Section 4.3(a). As applicable, 2016. If material costs incurred by either Purchaser or the Companies intend to take any actions mentioned Equityholders’ Representative in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10complying with a request for assistance under this Section 4.3(a) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action shall be deemed to be givenborne by the requesting party. (c) Purchaser shall procure that, upon request of Sellers, objections are filed and legal proceedings are instituted and conducted against any Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably required by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.

Cooperation in Tax Matters. (i) After the Signing Closing Date, Sellers and Purchaser the Parties hereto shall cooperate fully and in good faith cooperate with each other in respect shall furnish or cause to be furnished to one another, upon reasonable request, as promptly as practicable, such documentation, information and cooperation relating to the Acquired Companies as is reasonably necessary for the filing of all Tax matters Returns, the making of any election relating to Taxes, the Companies making of any voluntary disclosures, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim or proceeding relating to any assessment periods (Veranlagungszeiträume) ending Tax Return or Taxes. Such cooperation shall include access to books, records and information, making employees available on or before a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorney. To the December 31extent requested by Seller, 2016. Purchaser shall procure that Sellers are informed of all Tax assessmentsafter the Closing, announcements of Tax audits and any other written correspondence or documents which the Companies receive from a Tax authority and which may give rise to a Tax Indemnification Claim without undue delay.The Parties agree on the following: (a) Purchaser shall, and to the extent relevant, shall procure that cause any Acquired Company, to promptly provide its consent and signature of the Companies will, forward to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise required person(s) in order to a Tax Indemnification Claim within twenty secure a retroactive entity classification election on IRS Form 8832 (20or successor form) Business Days after Purchaser or the relevant Company has received such Tax assessment or announcement of a Tax audit. Purchaser (i) shall provide or make available and shall ensure that the Companies provide and make available upon request all relevant books, records and documentation, with respect to any Seller-Retained Subsidiary. (ii) Without the prior written consent of Seller (which shall grantnot be unreasonably withheld, and shall ensure that each Company grants, Sellers and Sellers’ advisors the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including in the case of Tax audits the right to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and (iii) shall duly incorporate, and shall ensure that each Company incorporates in its statements to the Tax authorities any reasonable comments Sellers may have. (b) Unless required by lawconditioned or delayed), Purchaser shall not, and shall ensure not cause or permit its Affiliates (including, following Closing, the Acquired Companies) to, (x) take any action on the Closing Date that is outside the Companies will not without prior consent ordinary course of Sellersbusiness, settle (y) make or concede change any Tax election, amend any Tax Return, or take any other action relating to Taxes, if, in each case, such action could have the findings effect of increasing the Tax liability of Seller in respect of any Pre-Closing Tax audits relating to Period, or (z) voluntarily approach any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. If Purchaser or the Companies intend to take Governmental Entity regarding Taxes for any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action shall be deemed to be givenPre-Closing Tax Period. (c) Purchaser shall procure that, upon request of Sellers, objections are filed and legal proceedings are instituted and conducted against any Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably required by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.

Cooperation in Tax Matters. After Tax Audits and Proceedings (a) Seller shall cause the Signing Date, Sellers and Purchaser shall fully and in good faith cooperate with each other in respect of Tax matters entities of the Companies Group to prepare and file, when due, all returns, declarations, reports, claims for refund, notices, forms or information relating to any assessment periods (Veranlagungszeiträume) ending Tax required to be filed on or before the December 31Closing Date by or on behalf of the entities of the Group with respect to any Previous Tax Periods. (b) After the Closing Date, 2016Purchaser shall prepare and file (or cause the entities of the Group to prepare and file), when due, all returns, declarations, reports, claims for refund, notices, forms or information relating to any Tax ("Post Closing Tax Returns") required to be filed by or on behalf of the entities of the Group with respect to any Previous Tax Period. Purchaser shall procure that Sellers are informed provide, or cause to be provided, drafts of all such Post Closing Tax assessments, announcements Returns at the earlier of (i) 20 Business Days prior to the relevant filing date or (ii) as timely prior to the relevant filing date as reasonably appropriate in order to enable Seller to review such Tax audits returns and to provide comments thereon to Purchaser. All such Post Closing Tax Returns and any other written correspondence or documents amendments to all Post Closing Tax Returns filed by the entities of the Group which relate to the Companies receive from a Previous Tax authority and which may give rise to a Tax Indemnification Claim without undue delay.The Parties agree on the following: (a) Purchaser shall, and shall procure that the Companies will, forward to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim within twenty (20) Business Days after Purchaser or the relevant Company has received such Tax assessment or announcement of a Tax audit. Purchaser Periods (i) shall provide or make available and shall ensure that the Companies provide and make available upon request all relevant books, records and documentationbe prepared in compliance with applicable Tax laws, (ii) shall grantrequire the prior written consent of Seller, which shall not be unreasonably withheld or delayed, and (iii) shall, if Seller and Purchaser fail to reach an agreement thereon, be prepared and filed in accordance with Seller's lawful instructions. Any reasonable external costs incurred by Purchaser in connection with such Post Closing Tax Returns shall be borne by Seller. (c) After the Closing Date, Purchaser shall provide (or cause the entities of the Groups to provide) to Seller without undue delay (in advance by telefax) copies of all Tax assessment notices (Steuerbescheide), other decisions, notices of any Tax audit, proceeding or investigation and any other communication received by any entity of the Group or any member of Purchaser's Group from any Taxing Authority, court or other third party and relating to any Tax or Tax matter (i) with respect to which Seller may incur any liability hereunder or (ii) which relates to any Tax Refund or Tax Benefit to which Seller is entitled pursuant to this Section 10. Such notice shall be accompanied by evidence reasonably necessary to determine the relevant facts and amounts. With respect to any such Tax matter, Purchaser shall ensure that each Company grantsSeller and its representatives will be given the opportunity to fully participate in any audits, Sellers disputes, administrative, judicial or other proceedings, and, at Seller's choice, to assume the control of any relevant proceedings in accordance with Section 9.6(b) and Sellers’ advisors 9.6(c). (d) Purchaser shall procure that (i) Seller and its representatives will be granted the right to participate in material meetings, discussions and correspondence with the Tax relevant Taxing Authorities, including in connection with any Tax audits, (ii) all questions or information requests by the case of Taxing Authorities, including Tax audits the right auditors, will be forwarded to attend the final meeting with the Tax auditor, at the sole expense of Sellers, Seller without undue delay for Seller's evaluation and comments and (iii) shall any comments by Seller or its representatives will be duly incorporate, and shall ensure that each Company incorporates reflected in its statements any statement or comment sent by the relevant entity of the Group to the Tax authorities any reasonable comments Sellers may have. (b) Unless required by law, Taxing Authorities. Purchaser shall not, not (and shall ensure that the Companies entities of the Group will not without prior not) settle, concede, acknowledge, or consent of Sellersto, settle or concede to the any findings of any Tax audits audit relating to any assessment periods (Veranlagungszeiträume) ending on or before Previous Tax Period without the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action shall be deemed Seller which is not to be givenunreasonably withheld or delayed. (c) Purchaser shall procure that, upon request of Sellers, objections are filed and legal proceedings are instituted and conducted against any Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably required by Sellers in this connection. (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.

Cooperation in Tax Matters. After the Signing Date, Sellers Seller and Purchaser shall agree to fully and in good faith cooperate with each other in respect of connection with any Tax matters of the Companies matter relating to any of the Target Companies and time periods ending on or prior to the Closing Date. Such cooperation shall include providing or making available of all relevant books, records, documentation and information (including any Tax certificates), and the assistance of officers and employees. Seller and Purchaser agree to retain, until the expiration of any applicable statute of limitation, all books, records and documentation relating to the Target Companies or the Climate Solutions Business that may be relevant in connection with any audit or investigation and to provide access to electronic data as required by applicable laws. The Parties agree that the Seller shall have the following rights in respect of any Tax proceeding which relates to any Seller's Period or Seller's Period Event or can reasonably be expected to give rise to a claim of the Purchaser pursuant to this Tax Schedule: Xxxxxx | Tax ScheduleExhibit 14 to SPA 11.1 After the Closing Date, Purchaser shall file, and shall procure (steht dafür ein) that the Target Companies shall file, all Tax Returns required to be filed by, on behalf of or in respect of the Target Companies in due time as set forth in the applicable Tax laws (taking into account any extensions granted by a competent Tax Authority). Purchaser shall procure (steht dafür ein) that no Tax Return that has been filed or is to be filed by, on behalf of or in respect of the Target Companies and can reasonably be expected to give rise to a claim pursuant to this Tax Schedule or relates to any Seller's Period or Seller's Period Event (herein collectively "Seller's Period Tax Returns"), will be filed, amended or changed by Purchaser, any of its Affiliates or any of the Target Companies without the prior written consent of Seller. Purchaser shall procure (steht dafür ein) that any Seller's Period Tax Return is prepared in a way which is consistent with past practice, unless otherwise required by mandatory applicable law. Purchaser shall further procure that Seller is provided with a draft of any Seller's Period Tax Returns at least twenty (20) Business Days prior to the expiry of the relevant filing period, provided that this obligation shall not apply to Seller's Period Tax Returns that are to be filed on a monthly or quarterly basis (other than any amendment thereof). The draft shall be accompanied by such information that is reasonably required to enable Seller to review and comment on such draft. The Seller shall be deemed to have given its consent if the Purchaser has not received a written objection specifying in detail in which issues of the respective Seller's Period Tax Return the Seller disagrees within fifteen (15) Business Days after the Seller is provided with the draft of the Seller's Period Tax Return. Purchaser shall procure (steht dafür ein) that any Seller's Period Tax Return is filed with the competent Tax Authority in accordance with any lawful instruction Seller may give. If and to the extent that a Seller's Period Tax Return relates to a Straddle Period or a tax assessment period beginning after the Effective Date, Seller's rights under this Section 11 shall be confined to any item which would reasonably be expected to give rise to a claim pursuant to this Tax Schedule. In addition, Purchaser shall use reasonable efforts that any German corporate income Tax and trade Tax Returns as well as any ancillary Tax Returns (e.g., for the determination of loss-carry-forwards and the tax contribution account) which are to be filed after the Closing by the Company with respect to Tax assessment periods (Veranlagungszeiträume) ending on or before the December 31Effective Date (herein collectively "Tax Group Returns") will be prepared by Xx. Xxxxxxxxx + Partner Wirtschaftsprüfer Steuerberater Rechtsanwälte PartG mbB ("Company Tax Advisor") at Seller's cost and expense and shall be prepared in a way which is consistent with past practice, 2016unless otherwise required by mandatory applicable law. In the event that Xxxxxxxxx considers to have such Tax Group Returns prepared by someone else than the Company Tax Advisor, Purchaser shall consult Seller in advance and discuss in good faith potential other options regarding the preparation of such Tax Group Returns. Purchaser shall procure (steht dafür ein) that Sellers Xxxxxx | Tax ScheduleExhibit 14 to SPA Seller is provided with the relevant information in respect of the Company's tax base (Besteuerungsgrundlagen) no later than 31 May 2024. If the Tax Group Returns will be prepared by the Company Tax Advisor, Purchaser shall be provided with a draft of any Tax Group Return at least ten (10) Business Days prior to the expiry of the relevant filing period and, subject to Seller's consent, the Company Tax Advisor shall reflect any reasonable comments the Purchaser may have with respect to such draft. Purchaser shall further procure (steht dafür ein) that the Tax Group Returns are informed of all filed with the competent Tax assessments, announcements of Tax audits and any other written correspondence or documents which the Companies receive from a Tax authority and which may give rise to a Tax Indemnification Claim without undue delayAuthority no later than 31 July 2024.The Parties agree on the following: (a) 11.2 Purchaser shall, and shall procure (steht dafür ein) that the Companies will, forward to Sellers copies Seller shall be informed of all Tax assessments and announcements of Tax audits or any other facts or circumstances which may would reasonably be expected to give rise to a claim pursuant to this Tax Indemnification Claim within twenty Schedule or relate to any Target Company and the Seller's period or any Seller's Period Event (20herein collectively "Relevant Tax Matter(s) ") as follows: (a) Purchaser shall and shall procure (steht dafür ein) that its Affiliates and the Target Companies shall, forward to Seller copies of any correspondence of and with the Tax Authorities relating to any Relevant Tax Matter as soon as reasonably practicable, but not later than ten (10) Business Days Days, after Purchaser or the relevant Company has received its receipt. Each notification shall be in writing and copies of any documents related thereto shall be attached to such Tax assessment or announcement of a Tax auditcorrespondence. Purchaser shall (i) shall provide or make available and shall ensure that the Companies provide and make available upon request all relevant books, records and documentation, (ii) shall grant, and shall ensure procure (steht dafür ein) that each Company grantsthe Target Companies grant, Sellers Seller and Sellers’ their advisors (at the cost of Seller) the right to participate in material meetings, discussions and correspondence with the Tax AuthoritiesAuthorities relating to any Relevant Tax Matter, including in the case of Tax audits the right to attend the final meeting any formal meetings with the Tax auditorauditor and other meetings, at the sole expense of Sellers, and (iiiii) shall duly incorporaterequest, and shall ensure procure (steht dafür ein) that each Company incorporates the Target Companies request, that the relevant Tax auditor provides questions in its statements writing and that such questions be forwarded as soon as reasonably practicable to the Tax authorities any reasonable comments Sellers may haveSeller for Seller's evaluation and comments. (b) Unless required by law, Purchaser shall not, and shall ensure procure (steht dafür ein) that the Target Companies will not without prior shall not, (i) settle, concede or give their consent of Sellers, settle or concede to the findings of any and all Tax audits relating to any assessment periods Relevant Tax Matter or (Veranlagungszeiträumeii) ending on make an admission of liability, compromise or before settlement of a claim by Tax or other governmental authorities without the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action Seller which shall be deemed to be givengranted if the Seller has not responded within twenty (20) Business Days after a corresponding request from the Purchaser. (c) Purchaser shall procure (steht dafür ein) that, upon the request of SellersSeller and at Seller's expense, objections are filed and legal proceedings are instituted Xxxxxx | Tax ScheduleExhibit 14 to SPA and conducted (i) against any Tax assessment noticesassessments, orders, audits, decrees or judgments relating involving any Relevant Tax Matter or (ii) in order to make a claim for any assessment periods Tax Refund to which Seller is entitled to pursuant to Section 7.1 of this Tax Schedule, (Veranlagungszeiträume) ending on or before the December 31, 2016 herein collectively "Contest"). Such Contest shall be prepared in accordance with the instructions and at the sole expense of Sellers. Purchaser shall ensure that Sellers are provided Seller's directions, unless they do not comply with all relevant documents, other information and assistance reasonably required by Sellers in this connectionmandatory law. (d) If Seller elects to direct a Contest, then (i) Seller shall notify Purchaser of their intent to do so, (ii) Purchaser shall cause cooperate and follow Seller's lawful instructions and shall procure (steht dafür ein) that the Sold Company Target Companies or their respective successor cooperates and ACTech GmbH follows Seller's instructions in each phase of such Contest unless they do not comply with mandatory law, provided that all costs in that connection shall be covered by Seller and (iii) Purchaser shall as soon as reasonably practicable after a corresponding request from Seller empower and shall procure (steht dafür ein) that the Target Companies or their respective successor promptly empower (by specific power of attorney and such other documentation as may be necessary and appropriate and as prepared by Seller) the designated representatives of Seller to use reasonable commercial efforts represent the Target Companies or their respective successor in the Contest insofar as the Contest involves an asserted Tax liability relating to have initiated any Relevant Tax Matter. (e) If and to the extent that a Relevant Tax Matter or Contest relates to a Straddle Period or a Tax audit for the years2015 and 2016 within six months assessment period beginning after the Effective Date, Seller's rights under this Section 11.2 shall be confined to any item which would reasonably be expected to give rise to a claim pursuant to this Tax audit Schedule. (f) If and to the extent the Relevant Tax Matter relates to a Tax imposed on and payable by any Target Company that is generally covered by W&I Insurance and does not relate to the Tax group for corporate income tax and trade tax purposes between Seller and the financial years 2012 Company or the VAT Group, the Parties shall act in good faith to 2014 retain to the largest extent possible coverage of such Relevant Tax Matter under the W&I Insurance, provided that (i) Seller shall remain fully entitled to its rights under Section 11.1 and 11.2 (a) through (e) and nothing hereunder shall restrict Seller's freedom to exercise such rights in its absolute discretion and (ii) Seller does not assume any responsibility or liability for or in respect of Purchaser's ability to recover such Tax under the W&I Insurance. If Seller exercises its rights under Section 11.2 (b), (c) and (d) of this Tax Schedule in a manner that causes the Purchaser (or any member of Purchaser's Group) to be unable to recover the relevant Tax under the W&I Xxxxxx | Tax ScheduleExhibit 14 to SPA Insurance and Seller has been finalizedinformed in advance by Purchaser (or any member of Purchaser's Group) that such exercise can be reasonably expected to jeopardize Purchaser's claims under the W&I Insurance, Section 3.2 of this Tax Schedule shall not apply to limit Seller’s liability for a Tax Payment Claim with respect to any possible claims of Purchaser (or any member of Purchaser's Group) under the W&I Insurance to the extent such non-recovery was caused by Seller's exercise.

Cooperation in Tax Matters. (a) After the Signing Closing Date, Sellers and the Purchaser shall fully prepare and in good faith cooperate with each other in respect of file (or cause the Companies to prepare and file), when due, all returns, declarations, reports, claims for refund, forms or notices relating to any Tax matters (herein Tax Returns) required to be filed by or on behalf of the Companies relating with respect to any assessment Pre Closing Date Period. Such Tax Returns shall be prepared on a consistent basis, applying the same policies, procedures, election rights and practices as applied in the preparation of the Tax Returns for previous Tax periods (Veranlagungszeiträume) ending on or before of the December 31relevant Company, 2016to the extent these policies etc. do not breach mandatory law and do not contradict published decrees of the Tax Authorities without a respective disclosure to the Tax Authorities. The Purchaser shall procure that Sellers are informed provide, or cause the Companies to provide to Seller 1, drafts of such Tax Returns as timely prior to the relevant filing date as reasonably appropriate but in any event not later than twenty (20) Business Days prior to the due date of the relevant Tax Return in order to enable the Seller 1 to review such Tax returns and provide comments thereon to the Purchaser. All such Tax Returns and any amendments to all Tax assessments, announcements of Tax audits and any other written correspondence or documents which Returns filed by the Companies receive from a Tax authority and which may give rise relate to a Tax Indemnification Claim without undue delay.The Parties agree on any Pre Closing Date Period shall require the following: prior consent of the Seller 1 (a) Purchaser shallwhich shall not be unreasonably withheld, and shall procure that the Companies will, forward be deemed to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim have been granted if Seller 1 does not answer within twenty (20) Business Days following the receipt by Seller 1 of any such Tax Returns or amendments), and shall, if the Seller 1 and the Purchaser fail to reach an agreement thereon, be prepared and filed in accordance with Seller 1’s instructions unless these instructions breach mandatory law, contradict published decrees of the Tax Authorities without a respective disclosure to the Tax Authorities or do not comply with past practice of the Companies. (b) After the Closing Date, the Purchaser shall within five (5) Business Days after receipt provide (and cause the Companies to provide) the Seller 1 with copies of all Tax assessment notices (Steuerbescheide), other decisions, notices of any Tax audit, proceeding or investigation and any other material written communication with the Tax Authorities received by any of the Companies, the Purchaser or any of the Purchaser’s affiliates from any Tax Authority or court and relating to Taxes of the Pre Closing Date Period and relevant for this clause 12 (the Relevant Tax Matter). Upon request of the Seller 1, the Purchaser shall provide reasonable information necessary to determine the relevant Company has received such facts and amounts. (c) The Purchaser shall procure that with respect to Relevant Tax assessment or announcement of a Tax audit. Purchaser Matters (i) shall provide or make available the Seller 1 and shall ensure that the Companies provide and make available upon request all relevant books, records and documentation, (ii) shall grant, and shall ensure that each Company grants, Sellers and Sellers’ Seller 1’s advisors are granted the right to participate in material meetings, discussions and correspondence with the relevant Tax Authorities, including in the case of connection with any Tax audits the right to attend the final meeting with audits, (ii) all written questions or information requests by the Tax auditorAuthorities, at including Tax auditors, are forwarded to the sole expense of Sellers, Seller 1 as soon as reasonably practical for the Seller 1’s evaluation and comments and (iii) shall such comments - if reasonable - are duly incorporate, and shall ensure that each incorporated by the relevant Company incorporates in its statements statement to the Tax authorities any reasonable comments Sellers may haveAuthority. (bd) Unless required by law, Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings of any Tax audits relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten (10) Business Days after receipt of the notification either provide their written consent to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ written consent to such action shall be deemed to be given. (c) The Purchaser shall procure that, upon the request of Sellersthe Seller 1 and at the expense of Seller 1, reasonable objections are filed and legal proceedings are instituted and conducted against any Tax assessment noticesassessments or other decisions of the Tax Authorities with respect to Relevant Tax Matters in accordance with Seller 1’s directions. Alternatively, ordersif and to the extent a Relevant Tax Matter relates to the German tax group for corporate income tax (including solidarity surcharge) and trade tax purposes (körperschaftsteuerliche und gewerbesteuerliche Organschaft) among the Seller 1 and the Company or the Company and HCC, auditsthe Seller may elect at any time to direct, decrees or judgments relating through counsel of their own choice and at their own expense, any reasonable actions including legal remedies to be taken with respect to any assessment periods audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to any Relevant Tax Matter (Veranlagungszeiträume) ending on or before collectively Tax Litigation). If the December 31, 2016 Seller elects to direct a Tax Litigation in accordance with the preceding sentence, then (i) the Purchaser shall cooperate and follow Seller’s instructions and at shall cause the sole expense Companies or their respective successors to cooperate and follow Seller’s instructions in each phase of Sellers. such Tax Litigation and (ii) the Purchaser shall as soon as reasonably practical empower, and shall cause the Companies or their respective successors promptly to empower, the designated representative of such Seller to represent the relevant Company or its successor in the Tax Litigation. (e) The Purchaser shall not (and shall ensure that Sellers are provided with all relevant documentsthe Companies will not) settle any Relevant Tax Matter or concede or give their consent to the findings of any Tax audit relating to a Relevant Tax Matter without the prior written consent of the Seller 1 (which shall not be unreasonably withheld, other information and assistance reasonably required by Sellers in this connectionshall be deemed to have been granted if Seller 1 does not answer within fifteen (15) Business Days). (df) After the Closing Date, the Purchaser and the Seller 1 shall fully cooperate, and shall cause the Sold Company Companies and ACTech GmbH their representatives to use reasonable commercial efforts fully cooperate, in all other respects in connection with all Relevant Tax Matters, including the preparation and filing of any Tax Return or the conducting of any audit, investigation, dispute or appeal or any other communication with any Tax Authority. Such cooperation shall include (but shall not be limited to) the review of all books, records and information, and the assistance of all officers and employees of the Companies, to have initiated a the extent necessary in connection with Relevant Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalizedMatters. In addition, clause 17 shall apply accordingly.

Cooperation in Tax Matters. After the Signing Date, Sellers and Purchaser shall (i) The Parties agree to fully and in good faith cooperate with each other in respect of connection with any Tax matters of matter affecting the Group Companies and relating to any assessment periods (Veranlagungszeiträume) ending on the Sellers’ Period or before the December 31, 2016. Purchaser shall procure that Sellers are informed of all a Tax assessments, announcements of Tax audits and any other written correspondence or documents for which the Companies receive from a Sellers may become liable under Clause 7.5 or Clauses 11.4(a) to 11.4(d), including the preparation and filing of any Tax authority and which may give rise to a Return, conduct of any audit, investigation, dispute, appeal or similar proceeding or other communication with any Tax Indemnification Claim authority. Such cooperation shall include, without undue delay.The Parties agree on the following: (a) Purchaser shalllimitation, and shall procure that the Companies will, forward to Sellers copies of all Tax assessments and announcements of Tax audits which may give rise to a Tax Indemnification Claim within twenty (20) Business Days after Purchaser providing or the relevant Company has received such Tax assessment or announcement of a Tax audit. Purchaser (i) shall provide or make making available and shall ensure that the Companies provide and make available upon request all relevant books, records and documentation, (ii) shall grant, documentation and shall ensure that each Company grants, Sellers the assistance of officers and Sellers’ advisors the right to participate in material meetings, discussions and correspondence with the Tax Authorities, including in the case of Tax audits the right to attend the final meeting with the Tax auditor, at the sole expense of Sellers, and (iii) shall duly incorporate, and shall ensure that each Company incorporates in its statements to the Tax authorities any reasonable comments Sellers may have. (b) employees. Unless required otherwise by law, Purchaser shall not, and shall ensure that the Companies will not without prior consent of Sellers, settle or concede to the findings of any Tax audits relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016. If Purchaser or the Companies intend to take any actions mentioned in the preceding sentence, Purchaser shall notify Sellers prior to taking [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. such action in writing about the intention to do so and Sellers shall within ten without undue delay (10unverzüglich), but at the latest six (6) Business Days after receipt the Purchaser or any Group Company became aware of such event of any announcement and commencement of any administrative and judicial proceeding relating to the Sellers’ Period or a Tax for which the Sellers may become liable under Clause 7.5 or Clauses 11.4(a) to 11.4(d) (collectively the Relevant Tax Proceedings). The notification on the Relevant Tax Proceedings shall contain copies of all documents received from a Tax Authority related to the respective announcement or commencement of the notification either provide their written consent Relevant Tax Proceedings. The Purchaser shall procure (steht dafür ein) that the Sellers or a Tax counsel appointed by it and bound to professional secrecy are given the opportunity to duly participate in any audits by the Tax Authorities relating to the intended action of Purchaser or the Companies or shall inform Purchaser in writing about their intention how to handle the matter differently; otherwise Sellers’ Period, in their preparation and any scheduled audit meetings and written consent to such action shall be deemed to be givencorrespondence relating thereto, in each case at the Sellers’ own cost. (cj) Purchaser shall procure that, that upon (i) request of at least one of the Sellers, objections are filed and legal proceedings are instituted and conducted against any assessment of Pre-Effective Date Taxes and that (ii) any such Tax assessment notices, orders, audits, decrees or judgments relating to any assessment periods (Veranlagungszeiträume) ending on or before the December 31, 2016 proceedings are conducted in accordance with the instructions and Sellers reasonable directions, unless required otherwise by law, 2813477 SV\1613529.24 in each case at the sole expense of Sellers. the Sellers (including at the request of the Purchaser shall ensure that Sellers are provided with all relevant documents, other information and assistance reasonably payments in advance required by Sellers in this connectionfor such conduct). (d) Purchaser shall cause the Sold Company and ACTech GmbH to use reasonable commercial efforts to have initiated a Tax audit for the years2015 and 2016 within six months after the Tax audit for the financial years 2012 to 2014 has been finalized.