Common use of Manner of Preparation Clause in Contracts

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent permitted by law, any taxable period of Xxxxxxx Electronics or any Xxxxxxx Electronics Subsidiary for any state or local Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 2.1 and 2.2. (b) To the extent any Tax Return includes Taxes required to be prepared by Xxxxxxx International pursuant to Section 2.1 contains Tax Attributes relating to a Party (the Xxxxxxx Electronics Business or any of its Subsidiaries) other than Tax Return required to be prepared by Xxxxxxx Electronics pursuant to Section 2.2 contains Tax Attributes relating to the Party preparing Retained Business (each such Tax Return (the "Preparing Party"Return, a “Combined Return”), the Party not responsible for preparing the Tax such Combined Return (the "“Included Party")”) shall, shall at its own cost and expense, (i) prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party”) a Tax Package within thirty (30) days following the written request of the Preparing Party; and (ii) pay to the Preparing Party all Taxes in respect of such Tax Return for which the Included Party is responsible pursuant to the terms of this Agreement. (c) In the event an Included Party does not fulfill its obligations pursuant to Section 2.3(b), at least 120 days the Preparing Party shall be entitled to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing the Combined Return, and the Included Party shall reimburse the Preparing Party for any out-of-pocket expenses incurred in the preparation of such information. All Combined Returns shall be submitted by the Preparing Party to the Included Party for its review and comment as soon as reasonably practicable prior to the due date (including extensions) for the filing of such Tax Combined Return. As soon as reasonably practicable after the receipt of the Combined Return, a true and correct accounting of all relevant Tax Items relating to the Included Party shall have the right to object to the Combined Return (or items with respect thereto) by written notice, which notice shall contain such disputed item (or items) and the basis for its objection. The Parties shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that notwithstanding anything to the contrary contained herein, if the Parties have not reached a final resolution with respect to all disputed items for which proper notice was given prior to the due date of its SubsidiariesCombined Return, then such Combined Return shall be filed as prepared by the Preparing Party. In the event that a Combined Return is filed that includes any disputed item that was not finally resolved and agreed upon, such disputed item (or items) for shall be resolved in accordance with Article V hereof and amended Tax Returns shall be filed if necessary to reflect the taxable periodfinal resolution of such disputed items. (bd) All Tax Returns for taxable periods (or portions thereof) beginning before the Distribution Date that are required to be filed after the Distribution Date that could give rise to an indemnity obligation pursuant to Section 3.2 shall be prepared in a manner consistent with past practices (e.g., accounting methods and accelerating deductions through bonus depreciation or otherwise) and the Preparing Party shall, at the other Party’s request, share any such Tax Return with such other Party after the filing thereof. (e) All Income Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution Tax Opinion (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances pursuant to Sections 2.1 and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party2. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent permitted by law, any taxable period of Ultra or any Ultra Subsidiary for any state, local or foreign Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two (2) separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 3.1 and 3.2. (b) To the extent any Tax Return includes Taxes required to be prepared by Delta pursuant to Section 3.1 contains items relating to a Party (the Ultra Business or any of its Subsidiaries) other than the Party preparing such Tax Return (required to by prepared by Ultra pursuant to Section 3.2 contains items relating to the "Preparing Party")Delta Business, the Party not responsible for preparing the such Tax Return (the "“Included Party")”) shall, shall at its own cost and expense, prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party, at least 120 days prior to the due date (including extensions”) of such Tax Return, a true and correct accounting of all relevant Tax Items items (in a form reasonably requested by the Preparing Party) relating to the Included Party (and or any of its Subsidiaries) for the taxable periodperiod covered by such Tax Return (a “Tax Package”) within thirty (30) days following the written request of the Preparing Party. In the event an Included Party does not fulfill its obligations pursuant to this Section 3.3(b), the Preparing Party shall be entitled to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Tax Return, and the Included Party shall reimburse the Preparing Party for any out-of-pocket expenses incurred in the preparation of such information. (bc) All Tax Returns for taxable periods (or portions thereof) beginning before the Distribution Date that are required to be filed after the Distribution Date that could give rise to an indemnity obligation pursuant to Sections 2.2(a) or 2.2(b) shall, unless otherwise required by law, be prepared in a manner consistent with past practices (e.g., accounting methods and accelerating deductions through bonus depreciation or otherwise) and the preparing Party shall, at the other Party’s request, share any such Tax Return with such other Party after the filing thereof. (d) All Income Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the Opinion, or any rulings obtained from the IRS or any other Governmental Authority Taxing Authorities in connection with the Reorganizations Internal Reorganization or Distribution the Separation (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances pursuant to Sections 3.1 and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party3. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare Unless Agilent and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period.Verigy otherwise agree in writing: (bi) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in In the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution date of this Agreement for any Pre-Separation Date Taxable Period or Straddle Period shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions conventions and principles of taxation used for the most recent taxable periods Taxable Periods for which Tax Returns involving similar Tax Items matters have been filed; provided. (ii) In the absence of a controlling change in law or circumstances, howeverVerigy will not, that a Party preparing and will not permit any Verigy Tax Group Member to, change any accounting method, change its taxable year, amend any Tax Return or take any position on a Tax Return, take any other action, or enter into any transaction that does not conform may reasonably be expected to such past practices shall not be liable for result in any additional increased Tax liability imposedor reduction of any Tax Asset of any Agilent Tax Group Member. (iii) Agilent will make the allocations to the Verigy Tax Group required under Section 41(f)(3) of the Code. Verigy agrees that the Verigy Tax Group will not deviate from the amount of any qualified research expenditures allocated to it by Agilent. (iv) Whenever permitted to do so by applicable law, in whole or in part, Verigy shall elect to relinquish any carryback period which would relate to any Pre-Separation Date Taxable Period. (v) Agilent and Verigy agree to treat stock-based compensation as a result of such deviation from past practice if: follows: (1) the Agilent Tax Group shall prepare and file Tax Returns claiming (i) 30 days prior any deduction with respect to the filing exercise of such a vested option to purchase Agilent Common Stock that is exercised by an employee of the Verigy Tax Return, Group after the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; Separation Date and (ii) any other similar compensated-related Tax deductions. Agilent shall pay the Party preparing such related Tax Return establishes liability under the Federal Insurance Contributions Act, the Federal Unemployment Tax Act or any state, local or foreign employment Tax law; (2) the Verigy Tax Group shall prepare and file Tax Returns claiming (i) any deduction with respect to the exercise of a vested option to purchase Verigy Ordinary Shares that conformity with past practice involves a significant risk is exercised by an employee of the imposition of a penalty. Subject to Verigy Tax Group after the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due Separation Date (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes any option that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required is issued by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that Verigy on the Distribution Date is to replace an unvested option to acquire Agilent Common Stock), and (ii) any other similar compensation-related Tax deductions. Verigy shall pay the last day on which any member of related Tax liability under the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practiceFederal Insurance Contributions Act, the taxable year of each member of the Pre-Distribution Cognizant Group and Federal Unemployment Tax Act or any group of such members shall be treated as ending on the Distribution Datestate, local or foreign employment Tax law.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to treat the Distribution Date as the last day on which any member of the New D&B Group was included in the Pre-Distribution D&B Group and to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Groupsuch position. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant D&B Group and any group of such members shall be treated as ending on the Distribution Date. (b) In the case of federal Income Tax Returns and combined state, local and foreign Income Tax Returns, the non-preparing Party to be included in such Tax Returns shall prepare, in a manner consistent with prior practice, a tax package for itself and each of its Subsidiaries included in the relevant Tax Return and shall provide such tax package to the Party preparing the Tax Return at least 90 days prior to the due date (including extensions) of the Tax Return. Each such tax package shall be in the form of pro forma Tax Returns for the non-preparing Party and each of its included Subsidiaries. (c) To the extent not inconsistent with Section 2.3(d) of this Agreement, with regard to Tax Returns to be prepared by one Party or any of its Subsidiaries with respect to which the other Party has liability under Article III hereof, the preparing Party shall submit such Tax Return to the other Party at least 30 days prior to the date on which such Tax Return is due (including extensions). The other Party shall submit its comments to the preparing Party within 10 days of receipt of such Tax Return. The preparing Party shall alter the Tax Return to reflect the comments of the other Party with respect to Tax Items in respect of which the other Party is wholly liable for Taxes unless the

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on any of the other PartyParties, all Tax Returns filed within three years after the Distribution Date date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing party filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing of such Tax Return, the Party preparing party filing such Tax Return notifies the other Party if such other Party all parties that may be adversely affected; and (ii) the Party preparing party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party party responsible under this Agreement for its preparation; provided, however, that to the extent a party (or any of its businesses) is included in a Tax Return prepared by another party (the "Preparing Party"), the party not responsible for preparing the Tax Return (the "Included Party" ") shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: : (i) The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 21 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 10 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (cb) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH ACNielsen Group and any member of the Cognizant Group was included in the Pre-Distribution Cognizant GroupOld D&B Group is October 31, 1996. For any period that includes but does not end on the Distribution DateOctober 31, 1996, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Old D&B Group and any group of such members shall be treated as ending on October 31, 1996. If a taxable year of any member of the Distribution DateOld D&B Group or any group or other combination of such members that begins on or before and ends after October 31, 1996, is not treated under the previous sentence as closing on October 31, 1996, it will be treated for purposes of this Agreement as if the member or group had a taxable year that ended on October 31, 1996, except that Tax Items that are calculated on an annual basis shall be apportioned on a time basis.

Manner of Preparation. (a) To the extent permitted by law, any taxable period of Spinco or any Spinco Subsidiary for any state or local Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 3.1 and 3.2. (b) To the extent any Tax Return includes Taxes required to be prepared by L-3 pursuant to Section 3.1 contains items relating to a Party (the Spinco Business or any of its Subsidiaries) other than the Party preparing such Tax Return (required to by prepared by Spinco pursuant to Section 3.2 contains items relating to the "Preparing Party")L-3 Business, the Party not responsible for preparing the such Tax Return (the "“Included Party")”) shall, shall at its own cost and expense, prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party, at least 120 days prior to the due date (including extensions”) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and or any of its Subsidiaries) for the taxable periodperiod covered by such Tax Return (a “Tax Package”). Such Tax Package shall be provided in a timely manner consistent with the past practices of the Parties and their Affiliates. In the event an Included Party does not fulfill its obligations pursuant to this Section 3.3(b), the Preparing Party shall be entitled, at the sole cost and expense of the Included Party, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Tax Return. (bc) All Tax Returns for taxable periods beginning before the Distribution Date that are required to be filed after the Distribution Date shall be prepared in a manner consistent with past practices (e.g., accounting methods and accelerating deductions through bonus depreciation or otherwise) and the Preparing Party shall, at the Included Party’s request, share with the Included Party any part of such Tax Returns relating to the Included Party (or any of its Subsidiaries) after the filing thereof. (d) All Income Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the Ruling and the Opinion, or any other rulings obtained from the IRS or any other Governmental Authority Taxing Authorities in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances pursuant to Sections 3.1 and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party3. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on any of the other PartyParties, all Tax Returns filed within three years after the Distribution Date date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing party filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing of such Tax Return, the Party preparing party filing such Tax Return notifies the other Party if such other Party all parties that may be adversely affected; and (ii) the Party preparing party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party party responsible under this Agreement for its preparation; provided, however, that to the extent a party (or any of its businesses) is included in a Tax Return prepared by another party (the "Preparing Party"), the party not responsible for preparing the Tax Return (the "Included Party" ") shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: : (i) The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 21 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 10 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (cb) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH ACNielsen Group and any member of the Cognizant Group was included in the Pre-Old D&B Consolidated Group is the 8 8 Distribution Cognizant GroupDate. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Old D&B Consolidated Group and any group of such members shall be treated as ending closing on the Distribution Date. If a taxable year of any member of the Old D&B Consolidated Group or any group or other combination of such members that begins on or before and ends after the Distribution Date is not treated under the previous sentence as closing on the Distribution Date, it will be treated for purposes of this Agreement as if the member or group had a taxable year that ended on the Distribution Date, except that Tax Items that are calculated on an annual basis shall be apportioned on a time basis.

Manner of Preparation. (a) To the extent permitted by law, any taxable period of Spinco or any Spinco Subsidiary for any state or local Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 3.1 and 3.2. (b) To the extent any Tax Return includes Taxes required to be prepared by CHS pursuant to Section 3.1 contains items relating to a Party (the Spinco Business or any of its Subsidiaries) other than the Party preparing such Tax Return (required to by prepared by Spinco pursuant to Section 3.2 contains items relating to the "Preparing Party")CHS Business, the Party not responsible for preparing the such Tax Return (the "“Included Party")”) shall, shall at its own cost and expense, prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party, at least 120 days prior to the due date (including extensions”) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and or any of its Subsidiaries) for the taxable periodperiod covered by such Tax Return (a “Tax Package”). Such Tax Package shall be provided in a timely manner consistent with the past practices of the Parties and their Affiliates. In the event an Included Party does not fulfill its obligations pursuant to this Section 3.3(b), the Preparing Party shall be entitled, at the sole cost and expense of the Included Party, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Tax Return. (bc) All Tax Returns for taxable periods beginning before the Distribution Date that are required to be filed after the Distribution Date shall be prepared in a manner consistent with past practices (e.g., accounting methods and accelerating deductions through bonus depreciation or otherwise) and the Preparing Party shall, at the Included Party’s request, share with the Included Party any part of such Tax Returns relating to the Included Party (or any of its Subsidiaries) after the filing thereof. (d) All Income Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the Ruling and the Opinion, or any other rulings obtained from the IRS or any other Governmental Authority Taxing Authorities in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances pursuant to Sections 3.1 and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party3. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 60 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings tax opinion obtained from the IRS or any other Governmental Authority XxXxxxxxx, Will & Xxxxx in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 14 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 7 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH ST Group was included in the Pre-Distribution Cognizant IMS Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each ST Group member of the Pre-Distribution Cognizant IMS Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent permitted by law, any taxable period of Computer Sciences GS or any Computer Sciences GS Subsidiary for any state or local Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 3.1 and 3.2. (b) To the extent any Tax Return includes Taxes required to be prepared by CSC pursuant to 3.1 contains items relating to a Party (the Computer Sciences GS Business or any of its Subsidiaries) other than the Party preparing such Tax Return (required to by prepared by Computer Sciences GS pursuant to 3.2 contains items relating to the "Preparing Party")CSC Business, the Party not responsible for preparing the such Tax Return (the "“Included Party")”) shall, shall at its own cost and expense, prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party, at least 120 days prior to the due date (including extensions”) of such Tax Return, a true and correct accounting of all relevant Tax Items items (in a form reasonably requested by the Preparing Party) relating to the Included Party (and or any of its Subsidiaries) for the taxable periodperiod covered by such Tax Return (a “Tax Package”) within thirty (30) days following the written request of the Preparing Party. In the event an Included Party does not fulfill its obligations pursuant to this 3.3(b), the Preparing Party shall be entitled to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Tax Return, and the Included Party shall reimburse the Preparing Party for any out-of-pocket expenses incurred in the preparation of such information. (bc) All Tax Returns for taxable periods (or portions thereof) beginning before the Distribution Date that are required to be filed after the Distribution Date that could give rise to an indemnity obligation pursuant to Section 2.2(a) shall, unless otherwise required by law, be prepared in a manner consistent with past practices (e.g., accounting methods and accelerating deductions through bonus depreciation or otherwise) and the preparing Party shall, at the other Party’s request, share any such Tax Return with such other Party after the filing thereof. (d) All Income Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the Opinion, or any rulings obtained from the IRS or any other Governmental Authority Taxing Authorities in connection with the Reorganizations or Distribution Separation (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances pursuant to Sections 3.1 and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party3. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), upon request by the Preparing Party, shall prepare and deliver to the Preparing Party, at least 120 60 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items so requested relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings tax opinion obtained from the IRS or any other Governmental Authority Xxxxxxxx & Xxxxxxxx LLP in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposedimposed on the other Party, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 14 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 7 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required by the IRS, any Governmental Authority or a courtAuthority, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Quantum Group was included in the Pre-Distribution Cognizant IMPCO Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each Quantum Group member of the Pre-Distribution Cognizant IMPCO Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent permitted by law, any taxable period of New SAIC or any New SAIC Subsidiary for any state or local Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 3.1 and 3.2. (b) To the extent any Tax Return includes Taxes required to be prepared by Leidos pursuant to Section 3.1 contains items relating to a Party (the New SAIC Business or any of its Subsidiaries) other than the Party preparing such Tax Return (required to by prepared by New SAIC pursuant to Section 3.2 contains items relating to the "Preparing Party")Leidos Business, the Party not responsible for preparing the such Tax Return (the "“Included Party")”) shall, shall at its own cost and expense, prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party, at least 120 days prior to the due date (including extensions”) of such Tax Return, a true and correct accounting of all relevant Tax Items items (in a form reasonably requested by the Preparing Party) relating to the Included Party (and or any of its Subsidiaries) for the taxable periodperiod covered by such Tax Return (a “Tax Package”) within thirty (30) days following the written request of the Preparing Party. In the event an Included Party does not fulfill its obligations pursuant to this Section 3.3(b), the Preparing Party shall be entitled to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Tax Return, and the Included Party shall reimburse the Preparing Party for any out-of-pocket expenses incurred in the preparation of such information. (bc) All Tax Returns for taxable periods (or portions thereof) beginning before the Distribution Date that are required to be filed after the Distribution Date that could give rise to an indemnity obligation pursuant to Section 2.2 shall be prepared in a manner consistent with past practices (e.g., accounting methods and accelerating deductions through bonus depreciation or otherwise) and the preparing Party shall, at the other Party’s request, share any such Tax Return with such other Party after the filing thereof. (d) All Income Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the Ruling and the Opinion, or any other rulings obtained from the IRS or any other Governmental Authority Taxing Authorities in connection with the Reorganizations or Distribution Distributions (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances pursuant to Sections 3.1 and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party3. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To Notwithstanding Section 3.1 of this Agreement, Carbon HoldCo shall have the right to review, comment on and approve (not to be unreasonably withheld, delayed or conditioned) any Tax Returns that any Carbon Party has an obligation to file but are required to be prepared, or required to be caused to be prepared, by BX pursuant to Section 3.1. BX shall, to the extent reasonably practicable, deliver to Carbon HoldCo any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return Returns at least thirty (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver 30) days prior to the Preparing Partydate on which they are required to be filed, at least 120 days and Carbon HoldCo shall respond with any comments on, or approval of, such Tax Returns as soon as reasonably practicable after receipt. In the event the Parties are unable to agree on any items included in such Tax Return, then a reasonable amount of time prior to the due date (including extensions) of for filing such Tax Return, a true any disputed issues shall be submitted to an independent accounting firm to determine whether there is “substantial authority” (within the meaning of Treas. Reg. Sec. 1.6662-4(d)) to support BX’s position with respect to any disputed items. The independent accounting firm’s determination with respect to such disputed items will be final and correct binding on the Parties, and any disputed items for which the independent accounting firm determines there is “substantial authority” to support BX’s position shall be reflected on any applicable Tax Return. The cost of all relevant the independent accounting firm shall be shared equally by BX and Carbon HoldCo. (b) Notwithstanding Section 3.2 of this Agreement, BX shall have the right to review, comment on and approve (not to be unreasonably withheld, delayed or conditioned) any Tax Items relating Returns required to be prepared, or required to be caused to be prepared, by Carbon HoldCo for any taxable period (or portion thereof) ending on or prior to the Included Distribution Date. Carbon HoldCo shall, to the extent reasonably practicable, deliver to BX any such Tax Returns at least thirty (30) days prior to the date on which they are required to be filed, and BX shall respond with any comments on, or approval of, such Tax Returns as soon as reasonably practicable after receipt. In the event the Parties are unable to agree on any items included in such Tax Return, then a reasonable amount of time prior to the due date for filing such Tax Return, any disputed issues shall be submitted to an independent accounting firm for a final binding resolution, the cost of which shall be shared equally by BX and Carbon HoldCo. If any dispute with respect to a Tax Return is not resolved prior to the due date for filing such Tax Return, such Tax Return shall be filed in the manner that Carbon HoldCo deems correct without prejudice to BX’s rights hereunder. (c) To the extent permitted by law, any taxable period of any Carbon Party for any federal, state, local or foreign Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 3.1, 3.2 or 3.3. (d) All Tax Returns for which Carbon HoldCo is responsible pursuant to Section 3.2 shall be prepared in a manner consistent with past practices of BX and any of its Subsidiaries) for Affiliates (including with respect to any Tax Return filed pursuant to Section 1502 of the taxable periodCode), except as otherwise required by applicable law. (be) All Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the Opinion, the Ruling, or any other rulings obtained from the IRS or any other Governmental Authority Taxing Authorities in connection with the Reorganizations or Distribution Distributions (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be prepared and filed on a timely basis (including pursuant to extensions) by the Party responsible for such preparation and filing under this Agreement. In the absence of a controlling change in law pursuant to Sections 3.1, 3.2 or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: 3.3. (if) 30 days prior Except to the filing of such Tax Returnextent required by a Final Determination, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing no Carbon Party shall submit amend any part of such Tax Return relating to the Included Party a taxable period (or any of its Subsidiariesportion thereof) ending on or before to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is without the last day on written consent of BX (which consent may be withheld in its sole discretion); provided that this Section 3.4(f) shall not apply to any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution DatePJT Entity.

Manner of Preparation. (a) Notwithstanding Section 3.2 of this Agreement, Exelis shall have the right to review and comment with respect to items on any Tax Returns prepared by Vectrus if and to the extent such items directly relate to Taxes for which Exelis would be liable under Section 2.1, such comment not to be unreasonably rejected. Vectrus shall deliver to Exelis any such Tax Returns forty-five (45) days prior to the date on which they are required to be filed and Exelis shall respond with any comments on such returns within twenty (20) days of receipt. In the event the Parties are unable to agree on any items included in such Tax Returns, any disputed issues shall be submitted to an independent accounting firm for a final binding resolution, the cost of which shall be shared equally by the Parties. (b) To the extent permitted by law, any taxable period of Vectrus or any Vectrus Subsidiary for any state, local or foreign Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 3.1 and 3.2. (c) To the extent any Tax Return includes Taxes required to be prepared by Exelis pursuant to Section 3.1 contains items relating to a Party (the Vectrus Business or any of its Subsidiaries) other than the Party preparing such Tax Return (required to by prepared by Vectrus pursuant to Section 3.2 contains items relating to the "Preparing Party")Exelis Retained Business, the Party not responsible for preparing the such Tax Return (the "“Included Party")”) shall, shall at its own cost and expense, prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party, at least 120 days prior to the due date (including extensions”) of such Tax Return, a true and correct accounting of all relevant Tax Items items (in a form reasonably requested by the Preparing Party) relating to the Included Party (and or any of its Subsidiaries) for the taxable periodperiod covered by such Tax Return (a “Tax Package”) within thirty (30) days following the written request of the Preparing Party or such shorter period as may be necessary for timely filing of such Tax Return. In the event an Included Party does not fulfill its obligations pursuant to this Section 3.3(c), the Preparing Party shall be entitled to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Tax Return, and the Included Party shall reimburse the Preparing Party for any out-of-pocket expenses incurred in the preparation of such information. (bd) All Tax Returns for taxable periods (or portions thereof) beginning before the Distribution Date that are required to be filed after the Distribution Date that could give rise to an indemnity obligation pursuant to Section 2.2 shall be prepared in a manner consistent with past practices (e.g., accounting methods and accelerating deductions through bonus depreciation or otherwise) and the preparing Party shall, at the other Party’s request, share any such Tax Return with such other Party after the filing thereof. (e) All Income Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the Opinion, or any rulings obtained from the IRS or any other Governmental Authority Taxing Authorities in connection with the Reorganizations or Distribution Distributions (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances pursuant to Sections 3.1 and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party3. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on any of the other PartyParties, all Tax Returns filed within three years after the Distribution Date date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing party filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing of such Tax Return, the Party preparing party filing such Tax Return notifies the other Party if such other Party all parties that may be adversely affected; and (ii) the Party preparing party filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party party responsible under this Agreement for its preparation; provided, however, that to the extent a party (or any of its businesses) is included in a Tax Return prepared by another party (the "Preparing Party"), the party not responsible for preparing the Tax Return (the "Included Party" ") shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: : (i) The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 21 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 10 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (cb) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH ACNielsen Group and any member of the Cognizant Group was included in the Pre-Distribution Cognizant GroupOld D&B Group is October 31, 1996. For any period that includes but does not end on the Distribution DateOctober 31, 1996, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Old D&B Group and any group of such members shall be treated as ending on October 31, 1996. If a taxable year of any member of the Distribution DateOld D&B Group or any group or other combination of such members that begins on or before and ends after October 31, 1996, is not treated under the previous sentence as 8 8 closing on October 31, 1996, it will be treated for purposes of this Agreement as if the member or group had a taxable year that ended on October 31, 1996, except that Tax Items that are calculated on an annual basis shall be apportioned on a time basis.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on any of the other Partyparties, all Tax Returns filed within three years after the Distribution Date date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party party responsible under this Agreement for its preparation; provided, however, that to the extent a party (or any of its Subsidiaries) is included in a Tax Return prepared by another party (the "Preparing Party"), the party not responsible for preparing the Tax Return (the "Included Party" ") shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: : (i) The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 21 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 10 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration is not required by law and would have an adverse impact upon the Preparing Party. Notwithstanding the foregoing, at least 30 days prior to the date on which such Tax Return is due (including extensions), the Preparing Party shall use its best efforts to notify the Included Party of and to discuss with the Included Party any substantive issue that may adversely affect the Included Party. (cb) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member the Echelon Group and each of the IMS HEALTH Group was its members are included in the Pre-Old Florida Progress Consolidated Group is the Distribution Cognizant GroupDate. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Old Florida Progress Consolidated Group and any group of such members shall be treated as ending closing on the Distribution Date. If a taxable year of any member of the Old Florida Progress Consolidated Group or any group or other combination of such members that begins on or before and ends after the Distribution Date is not treated under the previous sentence as closing on the Distribution Date, it will be treated for purposes of this Agreement as if the member or group had a taxable year that ended on the Distribution Date, except that Tax Items that are calculated on an annual basis shall be apportioned on a time basis.

Manner of Preparation. (a) To the extent permitted by law, any taxable period of Spinco or any Spinco Subsidiary for any state or local Income Tax purposes that would otherwise include but not end on the Distribution Date shall be bifurcated into two separate taxable periods, one ending on the Distribution Date and the other beginning on the day following the Distribution Date (each a “Stub Taxable Period”), and a separate Income Tax Return for each Stub Taxable Period shall be prepared and filed by the Party responsible for such preparation and filing pursuant to Sections 3.1 and 3.2. (b) To the extent any Tax Return includes Taxes required to be prepared by L-3 pursuant to Section 3.1 contains items relating to a Party (the Spinco Business or any of its Subsidiaries) other than the Party preparing such Tax Return (required to by prepared by Spinco pursuant to Section 3.2 contains items relating to the "Preparing Party")L-3 Business, the Party not responsible for preparing the such Tax Return (the "“Included Party")”) shall, shall at its own cost and expense, prepare and deliver to the Party responsible for preparing such Tax Return (the “Preparing Party, at least 120 days prior to the due date (including extensions”) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and or any of its Subsidiaries) for the taxable periodperiod covered by such Tax Return (a “Tax Package”). Such Tax Package shall be provided in a timely manner consistent with the past practices of the Parties and their Affiliates. In the event an Included Party does not fulfill its obligations pursuant to this Section 3.3(b), the Preparing Party shall be entitled, at the sole cost and expense of the Included Party, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Tax Return. (bc) All Tax Returns for taxable periods beginning before the Distribution Date that are required to be filed after the Distribution Date shall be prepared in a manner consistent with past practices and the Preparing Party shall, at the Included Party’s request, share with the Included Party any part of such Tax Returns relating to the Included Party (or any of its Subsidiaries) after the filing thereof. (d) All Income Tax Returns filed on or after the Distribution Date shall be prepared on in a basis manner that is consistent with the Ruling and the Opinion, or any other rulings obtained from the IRS or any other Governmental Authority Taxing Authorities in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstancesFinal Determination to the contrary) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances pursuant to Sections 3.1 and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party3. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings Tax Opinion obtained from the IRS or any other Governmental Authority Xxxxxxxx & Xxxxxxxx LLP in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement). In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposedimposed on the other Party, in whole or in part, as a result of such deviation from past practice if: (i) 30 thirty (30) days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that if the "Included Party" other Party is included in such Tax Return, it shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Partythereof. (cb) Unless otherwise required by the IRS, any Governmental Authority or a courtAuthority, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was eCOST is included in the Pre-Distribution Cognizant PC Mall Consolidated Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members eCOST shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing Any such Tax Return referred to in Section 5.2 or Section 5.3 shall be prepared in a manner consistent with past practice (the "Preparing Party"), unless otherwise required by Applicable Law) and without a change of any election or any accounting method and shall be submitted by the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Partyother Party (together with schedules, statements and, to the extent requested by Buyer or the Equityholder, as applicable, supporting documentation) at least 120 forty-five (45) days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by . If the Party responsible for such filing under this Agreement. In reviewing the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform objects to any item on any such past practices shall not be liable for any additional Tax liability imposedReturn, in whole or in partit shall, as a result of such deviation from past practice if: within fifteen (i15) 30 days prior to the filing after delivery of such Tax Return, notify the Party preparing that prepared the Tax Return, in writing, that it so objects, specifying with particularity any such Tax Return notifies item and stating the other Party if specific factual or legal basis for any such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves objection. If a significant risk notice of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns objection shall be made duly delivered, Buyer and the Equityholder shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right Equityholder are unable to review and comment on reach such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part agreement within ten (10) days after receipt by Buyer of such Tax Return relating to notice, the Included Party disputed items shall be resolved by a Neutral Accounting Firm selected by Xxxxx (or the “Accounting Referee”) and any of its Subsidiaries) to determination by the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions)Accounting Referee shall be final. The Included Party Accounting Referee shall submit its comments to the Preparing Party resolve any disputed items within 14 twenty (20) days of receipt of having the relevant portions of item referred to it pursuant to such procedures as it may require. If the Accounting Referee is unable to resolve any disputed items before the due date for such Tax Return. The Preparing Party shall alter such , the Tax Return shall be filed as prepared and then amended to reflect the reasonable comments Accounting Referee’s resolution. The costs, fees and expenses of the Included Party unless Accounting Referee shall be borne by Xxxxx, on the Preparing Party reasonably believes that one hand, and the Equityholder, on the other hand, in such alteration would have an adverse impact upon the Preparing Party. (camount(s) Unless otherwise required as shall be determined by the IRS, any Governmental Authority or a court, Accounting Referee based on the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position proportion that the Distribution Date aggregate amount of disputed items submitted to the Accounting Referee that is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end unsuccessfully disputed by Xxxxx, on the Distribution Dateone hand, or the Equityholder, on the other hand, as determined by the Accounting Referee, bears to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group total amount of such members shall be treated as ending on disputed items so referred to the Distribution DateAccounting Referee for resolution.

Manner of Preparation. (a) To Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to treat the Distribution Date as the last day on which any member of the New D&B Group was included in the Pre-Distribution D&B Group and to file all Tax Returns, and to take all other actions, in a manner consistent with such position. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution D&B Group and any group of such members shall be treated as ending on the Distribution Date. (b) In the case of federal Income Tax Returns and combined state, local and foreign Income Tax Returns, the non-preparing Party to be included in such Tax Returns shall prepare, in a manner consistent with prior practice, a tax package for itself and each of its Subsidiaries included in the relevant Tax Return includes Taxes relating and shall provide such tax package to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 90 days prior to the due date (including extensions) of the Tax Return. Each such tax package shall be in the form of pro forma Tax Returns for the non-preparing Party and each of its included Subsidiaries. (c) To the extent not inconsistent with Section 2.3(d) of this Agreement, with regard to Tax Returns to be prepared by one Party or any of its Subsidiaries with respect to which the other Party has liability under Article III hereof, the preparing Party shall submit such Tax Return to the other Party at least 30 days prior to the date on which such Tax Return is due (including extensions). The other Party shall submit its comments to the preparing Party within 10 days of receipt of such Tax Return, a true and correct accounting . The preparing Party shall alter the Tax Return to reflect the comments of all relevant the other Party with respect to Tax Items relating in respect of which the other Party is wholly liable for Taxes unless the preparing Party receives an opinion of tax counsel, which counsel shall be reasonably acceptable to the Included other Party, to the effect that such alteration would create a significant risk of the imposition of a penalty on the filing Party (and or any of its Subsidiaries) . New D&B shall propose the positions to be taken with respect to any Shared Liability Tax Items, and the Parties shall attempt to reach agreement on positions taken with respect to the Shared Liability Tax Items. In the event that the Parties cannot agree with respect to the positions taken on any Shared Liability Tax Items, New D&B shall have the right to determine the position taken with respect to such Shared Liability Tax Items; provided, however, that, if the Parties have not agreed with respect to the position taken, then, notwithstanding Article III hereof, the Corporation shall not be liable for any additional Tax liability imposed as a result of the taxable periodposition taken with respect to such Shared Liability Tax Items as compared with the position proposed by the Corporation. (bd) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other either Party, all Tax Returns filed within three years after the Distribution Date date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed. In the event of a material deviation from such past practices by either Party, the deviating Party shall not be in breach of this Agreement, but, notwithstanding Article III, the other Party shall have no liability for any increased Taxes resulting from such deviation and the deviating Party shall hold the other Party harmless from any such increased Tax liability; provided, however, that a either Party preparing filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposedimposed (subject to Article III), in whole or in part, as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing of such Tax Return, the Party preparing filing such Tax Return notifies the other Party if such other Party may be adversely affectedParty; and (ii) the Party preparing filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on any of the other Partyparties, all Tax Returns filed within three years 030068\0002\01866\966AL0HD.AGR after the Distribution Date date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposed, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party party responsible under this Agreement for its preparation; provided, however, that to the extent a party (or any of its Subsidiaries) is included in a Tax Return prepared by another party (the "Preparing Party"), the party not responsible for preparing the Tax Return (the "Included Party" ") shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: : (i) The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 21 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 10 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration is not required by law and would have an adverse impact upon the Preparing Party. Notwithstanding the foregoing, at least 30 days prior to the date on which such Tax Return is due (including extensions), the Preparing Party shall use its best efforts to notify the Included Party of and to discuss with the Included Party any substantive issue that may adversely affect the Included Party. (cb) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member the Echelon Group and each of the IMS HEALTH Group was its members are included in the Pre-Old Florida Progress Consolidated Group is the Distribution Cognizant GroupDate. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Old Florida Progress Consolidated Group and any group of such members shall be treated as ending closing on the Distribution Date.. If a taxable year of any member of the Old Florida Progress Consolidated Group or any group or other combination of such members that begins on or before and ends after the Distribution Date is not treated under the previous sentence as closing on the Distribution Date, it will be treated for purposes of this Agreement as if the member or group had a taxable year that ended on the Distribution Date, except that Tax Items that are calculated on an annual basis shall be apportioned on a time basis. 030068\0002\01866\966AL0HD.AGR

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed after the Closing Date and on or after before the Distribution Date shall be prepared date on a basis that is consistent with which the rulings obtained from statute of limitations for assessing federal income tax deficiencies against the IRS Holdings Group (or any other Governmental Authority successor thereto) expires for the tax year in connection with which the Reorganizations or Distribution (final Tax Benefit Payment is made pursuant to the terms of this Agreement shall, to the extent permitted by applicable law and in the absence of a controlling change in law or circumstances) , be prepared on a basis which is consistent with the Election and shall be filed on a timely basis (including pursuant to extensions) by the Party party responsible for such filing under this Agreement. In To the extent permitted by applicable law and in the absence of a controlling change in law or circumstances circumstances, or except as otherwise agreed in writing by Tandy and unless deviation from past practice would have no adverse effect on the other PartyHoldings, all Tax Returns filed within three years after the Distribution Closing Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items items have been filedfiled prior to the Closing Date and on or before the date on which the statute of limitations for assessing federal income tax deficiencies against the Holdings Group (or any successor thereto) expires for the tax year in which the Final Tax Benefit Payment is made pursuant to the terms of this Agreement with respect to items relating to the Contribution, the IPO or the Election (including, without limitation, the method of depreciation used with respect to each Asset (as defined below)); provided, howeverthat subject to the first sentence of this Section 2.01, Holdings shall be permitted to elect such accounting methods, conventions, principles of taxation and depreciation methods for Tax and/or financial reporting purposes as it desires to the extent such elections have no effect on the determination of the amount of any Tax Benefit Deduction; and provided, further, that a Party preparing any for Tax Return that does not conform to such past practices purposes members of the Holdings Group shall not be liable for any additional Tax liability imposed, in whole or in part, amortize intangibles (including goodwill and going concern value) created as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, Election over the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penaltyshortest period permitted by law. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party party responsible under this Agreement for its such preparation; provided, however, that to the "Included Party" extent a party (or any of its subsidiaries) is included in a Tax Return prepared by the other party, the party not responsible for preparing the Tax Return shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating thereof. Subject to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due foregoing (including extensionsthe Election). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party , and unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required by the IRS, or any Governmental Authority governmental authority or a court, Tandy and Holdings (on behalf of itself and all members of the Parties Holdings Group) hereby agree to file all Tax ReturnsReturns (including IRS Form 1122), and to take all other actions, to enable Tandy to include OSI-Missouri and OSI-Virginia in a manner consistent with any consolidated or combined Tax Returns for the position that the Distribution Date "affiliated group" of which Tandy is the last day on which any member of "common parent" for the IMS HEALTH Group was included in period January 1, 1994 through the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Closing Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings Tax Opinion obtained from the IRS or any other Governmental Authority Xxxxxxxx and Xxxxxxxx LLP in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement). In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposedimposed on the other Party, in whole or in part, as a result of such deviation from past practice if: (i) 30 thirty (30) days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that if the "Included Party" other Party is included in such Tax Return, it shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Partythereof. (cb) Unless otherwise required by the IRS, any Governmental Authority or a courtAuthority, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was eCOST is included in the Pre-Distribution Cognizant PC Mall Consolidated Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members eCOST shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to treat the Distribution Date as the last day on which any member of the New D&B Group was included in the Pre-Distribution D&B Group and to file all Tax Returns, and to take all other actions, in a manner consistent with such position. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution D&B Group and any group of such members shall be treated as ending on the Distribution Date. (b) In the case of federal Income Tax Returns and combined state, local and foreign Income Tax Returns, the non- preparing Party to be included in such Tax Returns shall prepare, in a manner consistent with prior practice, a tax package for itself and each of its Subsidiaries included in the relevant Tax Return includes Taxes relating and shall provide such tax package to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 90 days prior to the due date (including extensions) of the Tax Return. Each such tax package shall be in the form of pro forma Tax Returns for the non-preparing Party and each of its included Subsidiaries. (c) To the extent not inconsistent with Section 2.3(d) of this Agreement, with regard to Tax Returns to be prepared by one Party or any of its Subsidiaries with respect to which the other Party has liability under Article III hereof, the preparing Party shall submit such Tax Return to the other Party at least 30 days prior to the date on which such Tax Return is due (including extensions). The other Party shall submit its comments to the preparing Party within 10 days of receipt of such Tax Return, a true and correct accounting . The preparing Party shall alter the Tax Return to reflect the comments of all relevant the other Party with respect to Tax Items relating in respect of which the other Party is wholly liable for Taxes unless the preparing Party receives an opinion of tax counsel, which counsel shall be reasonably acceptable to the Included other Party, to the effect that such alteration would create a significant risk of the imposition of a penalty on the filing Party (and or any of its Subsidiaries) . New D&B shall propose the positions to be taken with respect to any Shared Liability Tax Items, and the Parties shall attempt to reach agreement on positions taken with respect to the Shared Liability Tax Items. In the event that the Parties cannot agree with respect to the positions taken on any Shared Liability Tax Items, New D&B shall have the right to determine the position taken with respect to such Shared Liability Tax Items; provided, however, that, if the Parties have not agreed 9 9 with respect to the position taken, then, notwithstanding Article III hereof, the Corporation shall not be liable for any additional Tax liability imposed as a result of the taxable periodposition taken with respect to such Shared Liability Tax Items as compared with the position proposed by the Corporation. (bd) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings obtained from the IRS or any other Governmental Authority in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement. In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other either Party, all Tax Returns filed within three years after the Distribution Date date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed. In the event of a material deviation from such past practices by either Party, the deviating Party shall not be in breach of this Agreement, but, notwithstanding Article III, the other Party shall have no liability for any increased Taxes resulting from such deviation and the deviating Party shall hold the other Party harmless from any such increased Tax liability; provided, however, that a either Party preparing filing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposedimposed (subject to Article III), in whole or in part, as a result of such deviation from past practice if: (i) for Tax Returns filed within three years of the Distribution Date, 30 days prior to the filing of such Tax Return, the Party preparing filing such Tax Return notifies the other Party if such other Party may be adversely affectedParty; and (ii) the Party preparing filing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that the "Included Party" shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Party. (c) Unless otherwise required by the IRS, any Governmental Authority or a court, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was included in the Pre-Distribution Cognizant Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members shall be treated as ending on the Distribution Date.

Manner of Preparation. (a) To the extent any Tax Return includes Taxes relating to a Party (or any of its Subsidiaries) other than the Party preparing such Tax Return (the "Preparing Party"), the Party not responsible for preparing the Tax Return (the "Included Party"), shall prepare and deliver to the Preparing Party, at least 120 days prior to the due date (including extensions) of such Tax Return, a true and correct accounting of all relevant Tax Items relating to the Included Party (and any of its Subsidiaries) for the taxable period. (b) All Tax Returns filed on or after the Distribution Date shall be prepared on a basis that is consistent with the rulings Tax Opinion obtained from the IRS or any other Governmental Authority Xxxxxxxx & Xxxxxxxx LLP in connection with the Reorganizations or Distribution (in the absence of a controlling change in law or circumstances) and shall be filed on a timely basis (including pursuant to extensions) by the Party responsible for such filing under this Agreement). In the absence of a controlling change in law or circumstances and unless deviation from past practice would have no adverse effect on the other Party, all Tax Returns filed within three years after the Distribution Date shall be prepared on a basis consistent with the elections, accounting methods, conventions, assumptions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar Tax Items have been filed; provided, however, that a Party preparing any Tax Return that does not conform to such past practices shall not be liable for any additional Tax liability imposedimposed on the other Party, in whole or in part, as a result of such deviation from past practice if: (i) 30 days prior to the filing of such Tax Return, the Party preparing such Tax Return notifies the other Party if such other Party may be adversely affected; and (ii) the Party preparing such Tax Return establishes that conformity with past practice involves a significant risk of the imposition of a penalty. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the Party responsible under this Agreement for its preparation; provided, however, that if the "Included Party" other Party is included in such Tax Return, it shall have the right to review and comment on such Tax Return prior to the filing thereof in the following manner: The Preparing Party shall submit any part of such Tax Return relating to the Included Party (or any of its Subsidiaries) to the Included Party at least 28 days prior to the date on which such Tax Return is due (including extensions). The Included Party shall submit its comments to the Preparing Party within 14 days of receipt of the relevant portions of such Tax Return. The Preparing Party shall alter such Tax Return to reflect the reasonable comments of the Included Party unless the Preparing Party reasonably believes that such alteration would have an adverse impact upon the Preparing Partythereof. (cb) Unless otherwise required by the IRS, any Governmental Authority or a courtAuthority, the Parties hereby agree to file all Tax Returns, and to take all other actions, in a manner consistent with the position that the Distribution Date is the last day on which any member of the IMS HEALTH Group was eCOST is included in the Pre-Distribution Cognizant PC Mall Consolidated Group. For any period that includes but does not end on the Distribution Date, to the extent permitted by law or administrative practice, the taxable year of each member of the Pre-Distribution Cognizant Group and any group of such members eCOST shall be treated as ending on the Distribution Date.