Common use of Cooperation on Certain Tax Matters Clause in Contracts

Cooperation on Certain Tax Matters. The Parties hereby agree to take such commercially reasonable actions as may be necessary to ensure that, if the 3-Year Position is challenged by any Taxing Authority, depreciation or amortization deductions in respect of the MCK IPCo Owned Intellectual Property are available (x) to (1) MCK for periods before the Closing and (2) thereafter, the Company and the owners of the Company and (y) to the extent consistent with the preceding clause (x), in the earliest possible taxable year; provided, that it is understood and agreed that the following actions shall be deemed to be commercially reasonable (provided that if there are reasonably quantifiable monetary costs and expenses attributable to such actions, MCK will provide Echo or the Company, as the case may be, with reasonable indemnity for such costs and expenses): (i) cooperation and coordination in respect of (1) the preparation for any audit by any Taxing Authority relating to the 3-Year Position and (2) the prosecution or defense of any audit, proposed adjustment or deficiency, assessment, claim, suit or other Tax proceeding relating to the 3-Year Position (each, to the extent relating to the 3-Year Position, a “Relevant Proceeding”); (ii) the filing of original and amended income Tax Returns and (iii) extending relevant statutes of limitations for assessment of Tax, in each case in a manner consistent with clauses (x) and (y) of the preceding sentence. MCK shall be entitled to assume and control the prosecution or defense of any Relevant Proceeding, and each of the Company and Echo hereby agrees to take all actions necessary to give effect to such assumption; provided that, in the case of any Relevant Proceeding with respect to the Tax Returns of Echo, the Company or their respective Subsidiaries, (i) Echo shall be entitled to participate, at its own expense, in any Relevant Proceeding; (ii) MCK and Echo shall promptly notify each other of any written communications received from a third party in relation to any Relevant Proceeding and promptly provide the other party with copies of any such communications; (iii) MCK shall provide Echo with a reasonable opportunity to review in advance any proposed written communication to any third party in relation to any Relevant Proceeding, and shall consider in good faith Echo’s comments in connection therewith; (iv) MCK shall not participate in any substantive meeting or discussion, either in person or by telephone, with any Taxing Authority (or representative thereof) in relation to any Relevant Proceeding unless it notifies and consults with Echo in advance, and provides Echo with a reasonable opportunity to attend and participate in such meeting or discussion; and (v) MCK shall not enter into any settlement of a Relevant Proceeding without the prior written consent of Echo (not to be unreasonably withheld, conditioned or delayed, it being understood that liability for the payment of any Tax for which MCK agrees to provide reasonable indemnity shall not be a reasonable basis on which Echo may withhold such consent); provided, further, that, in the case of any Relevant Proceeding with respect to the Tax Returns of MCK or its Affiliates, MCK shall keep Echo reasonably informed of the progress of such Relevant Proceeding, including through providing Echo with copies of relevant correspondence, redacted to exclude any information unrelated to the 3-Year Position; and provided, further, that the immediately preceding proviso shall not require MCK to deliver any information that MCK identifies as commercially sensitive in respect of MCK’s retained businesses (including, for the avoidance of doubt, the portion of any correspondence that includes any such information) to any Person, other than identified external legal counsel to Echo under agreed confidentiality restrictions that are reasonably acceptable to MCK. Notwithstanding anything to the contrary contained herein, (i) control of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company no part of which is a Relevant Proceeding shall be determined in accordance with the LLC Agreement; (ii) Echo shall have the right to control any audit or other proceeding in respect of any Taxes or Tax Returns of Echo no part of which is a Relevant Proceeding; and (iii) in the case of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company or of Echo that is in part a Relevant Proceeding but that also involves one or more matters or issues unrelated to the 3-Year Position (such matter or issue, an “Unrelated Issue,” and such audit or other proceeding, a “Mixed Proceeding”), (x) for so long as MCK owns, directly or indirectly, at least 20% of the total outstanding equity interests in the Company, Echo and MCK shall jointly control, each at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue, and (y) thereafter, Echo shall control, at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue.

Cooperation on Certain Tax Matters. The Parties hereby agree to take such commercially reasonable actions as may be necessary to ensure that, if the 3-Year Position is challenged by any Taxing Authority, depreciation or amortization deductions in respect of the MCK IPCo Owned Intellectual Property are available (x) to (1) MCK for periods before the Closing and (2) thereafter, the Company and the owners of the Company and (y) to the extent consistent with the preceding clause (x), in the earliest possible taxable year; provided, that it is understood and agreed that the following actions shall be deemed to be commercially reasonable (provided that if there are reasonably quantifiable monetary costs and expenses attributable to such actions, MCK will provide Echo or the Company, as the case may be, with reasonable indemnity for such costs and expenses): (i) cooperation and coordination in respect of (1) the preparation for any audit by any Taxing Authority relating to the 3-Year Position and (2) the prosecution or defense of any audit, proposed adjustment or deficiency, assessment, claim, suit or other Tax proceeding relating to the 3-Year Position (each, to the extent relating to the 3-Year Position, a “Relevant Proceeding”); (ii) the filing of original and amended income Tax Returns and (iii) extending relevant statutes of limitations for assessment of Tax, in each case in a manner consistent with clauses (x) and (y) of the preceding sentence. MCK shall be entitled to assume and control the prosecution or defense of any Relevant Proceeding, and each of the Company and Echo hereby agrees to take all actions necessary to give effect to such assumption; provided that, in the case of any Relevant Proceeding with respect to the Tax Returns of Echo, the Company or their respective Subsidiaries, (i) Echo shall be entitled to participate, at its own expense, in any Relevant Proceeding; (ii) MCK and Echo shall promptly notify each other of any written communications received from a third party in relation to any Relevant Proceeding and promptly provide the other party with copies of any such communications; (iii) MCK shall Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. provide Echo with a reasonable opportunity to review in advance any proposed written communication to any third party in relation to any Relevant Proceeding, and shall consider in good faith Echo’s comments in connection therewith; (iv) MCK shall not participate in any substantive meeting or discussion, either in person or by telephone, with any Taxing Authority (or representative thereof) in relation to any Relevant Proceeding unless it notifies and consults with Echo in advance, and provides Echo with a reasonable opportunity to attend and participate in such meeting or discussion; and (v) MCK shall not enter into any settlement of a Relevant Proceeding without the prior written consent of Echo (not to be unreasonably withheld, conditioned or delayed, it being understood that liability for the payment of any Tax for which MCK agrees to provide reasonable indemnity shall not be a reasonable basis on which Echo may withhold such consent); provided, further, that, in the case of any Relevant Proceeding with respect to the Tax Returns of MCK or its Affiliates, MCK shall keep Echo reasonably informed of the progress of such Relevant Proceeding, including through providing Echo with copies of relevant correspondence, redacted to exclude any information unrelated to the 3-Year Position; and provided, further, that the immediately preceding proviso shall not require MCK to deliver any information that MCK identifies as commercially sensitive in respect of MCK’s retained businesses (including, for the avoidance of doubt, the portion of any correspondence that includes any such information) to any Person, other than identified external legal counsel to Echo under agreed confidentiality restrictions that are reasonably acceptable to MCK. Notwithstanding anything to the contrary contained herein, (i) control of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company no part of which is a Relevant Proceeding shall be determined in accordance with the LLC Agreement; (ii) Echo shall have the right to control any audit or other proceeding in respect of any Taxes or Tax Returns of Echo no part of which is a Relevant Proceeding; and (iii) in the case of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company or of Echo that is in part a Relevant Proceeding but that also involves one or more matters or issues unrelated to the 3-Year Position (such matter or issue, an “Unrelated Issue,” and such audit or other proceeding, a “Mixed Proceeding”), (x) for so long as MCK owns, directly or indirectly, at least 20% of the total outstanding equity interests in the Company, Echo and MCK shall jointly control, each at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue, and (y) thereafter, Echo shall control, at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue.

Cooperation on Certain Tax Matters. The Parties hereby agree to take such commercially reasonable actions as may be necessary to ensure that, if the 3-Year Position is challenged by any Taxing Authority, depreciation or amortization deductions in respect of the MCK IPCo Owned Intellectual Property are available (x) to (1) MCK for periods before the Closing and (2) thereafter, the Company and the owners of the Company and (y) to the extent consistent with the preceding clause (x), in the earliest possible taxable year; provided, that it is understood and agreed that the following actions shall be deemed to be commercially reasonable (provided that if there are reasonably quantifiable monetary costs and expenses attributable to such actions, MCK will provide Echo or the Company, as the case may be, with reasonable indemnity for such costs and expenses): (i) cooperation and coordination in respect of (1) the preparation for any audit by any Taxing Authority relating to the 3-Year Position and (2) the prosecution or defense of any audit, proposed adjustment or deficiency, assessment, claim, suit or other Tax proceeding relating to the 3-Year Position (each, to the extent relating to the 3-Year Position, a “Relevant Proceeding”); (ii) the filing of original and amended income Tax Returns and (iii) extending relevant statutes of limitations for assessment of Tax, in each case in a manner consistent with clauses (x) and (y) of the preceding sentence. MCK shall be entitled to assume and control the prosecution or defense of any Relevant Proceeding, and each of the Company and Echo hereby agrees to take all actions necessary to give effect to such assumption; provided that, in the case of any Relevant Proceeding with respect to the Tax Returns of Echo, the Company or their respective Subsidiaries, (i) Echo shall be entitled to participate, at its own expense, in any Relevant Proceeding; (ii) MCK and Echo shall promptly notify each other of any written communications received from a third party in relation to any Relevant Proceeding and promptly provide the other party with copies of any such communications; (iii) MCK shall The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. provide Echo with a reasonable opportunity to review in advance any proposed written communication to any third party in relation to any Relevant Proceeding, and shall consider in good faith Echo’s comments in connection therewith; (iv) MCK shall not participate in any substantive meeting or discussion, either in person or by telephone, with any Taxing Authority (or representative thereof) in relation to any Relevant Proceeding unless it notifies and consults with Echo in advance, and provides Echo with a reasonable opportunity to attend and participate in such meeting or discussion; and (v) MCK shall not enter into any settlement of a Relevant Proceeding without the prior written consent of Echo (not to be unreasonably withheld, conditioned or delayed, it being understood that liability for the payment of any Tax for which MCK agrees to provide reasonable indemnity shall not be a reasonable basis on which Echo may withhold such consent); provided, further, that, in the case of any Relevant Proceeding with respect to the Tax Returns of MCK or its Affiliates, MCK shall keep Echo reasonably informed of the progress of such Relevant Proceeding, including through providing Echo with copies of relevant correspondence, redacted to exclude any information unrelated to the 3-Year Position; and provided, further, that the immediately preceding proviso shall not require MCK to deliver any information that MCK identifies as commercially sensitive in respect of MCK’s retained businesses (including, for the avoidance of doubt, the portion of any correspondence that includes any such information) to any Person, other than identified external legal counsel to Echo under agreed confidentiality restrictions that are reasonably acceptable to MCK. Notwithstanding anything to the contrary contained herein, (i) control of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company no part of which is a Relevant Proceeding shall be determined in accordance with the LLC Agreement; (ii) Echo shall have the right to control any audit or other proceeding in respect of any Taxes or Tax Returns of Echo no part of which is a Relevant Proceeding; and (iii) in the case of any audit or other proceeding in respect of any Taxes or Tax Returns of the Company or of Echo that is in part a Relevant Proceeding but that also involves one or more matters or issues unrelated to the 3-Year Position (such matter or issue, an “Unrelated Issue,” and such audit or other proceeding, a “Mixed Proceeding”), (x) for so long as MCK owns, directly or indirectly, at least 20% of the total outstanding equity interests in the Company, Echo and MCK shall jointly control, each at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue, and (y) thereafter, Echo shall control, at its own expense, any portion of a Mixed Proceeding that relates to an Unrelated Issue.