Common use of Medifax Restructuring Clause in Contracts

Medifax Restructuring. (a) The Corporate Taxpayer shall promptly seek a legal opinion from a qualified firm mutually agreeable to the H&F ITR Entity and the BX ITR Entity regarding the federal income tax consequences of the Medifax Restructuring, such restructuring to be in the form proposed by the BX ITR Entity and mutually agreeable to the H&F ITR Entity. If such opinion is at least “more likely than not” that the Medifax Restructuring would have the intended federal income tax consequences (“Medifax Opinion”), the Corporate Taxpayer shall proceed to effectuate the Medifax Restructuring. (b) If a tax reserve relating to the intended income tax consequences of the Medifax Restructuring is established or increased subsequent to the consummation thereof, any Tax Benefit Payment attributable to the Medifax Restructuring will be reduced by an amount equal to such Tax Benefit Payment attributable to the Medifax Restructuring (without regard to this provision) multiplied by the ratio of (i) the tax reserve attributable to the Medifax Restructuring divided by (ii) the total amount of Tax Benefit Payments reasonably projected to be made attributable to the Medifax Restructuring resulting from the reallocation among assets of previous adjustments made under Section 743(b) of the Code (the “743(b) Reallocation”). To the extent that the tax reserve attributable to the Medifax Restructuring is decreased, the Tax Benefit Payments attributable to the Medifax Restructuring will be increased as of the time Tax Benefit Payments are next made by the amount of additional Tax Benefit Payments that would have been made previously had such decreased amount of the reserve never been recorded as a reserve, together with interest at a rate of LIBOR plus 300 basis points, calculated from the time such additional Tax Benefit Payments would have been paid in the absence of such decreased reserve to the time that such Tax Benefit Payments are actually paid. In the event that a tax reserve is recorded with respect to the Medifax Restructuring, the deductions attributable to the 743(b) Reallocation shall be deemed for purposes of this Agreement to be, among those deductions that produce Tax Benefit Payments under this Agreement, to be the last such deductions used to offset taxable income. The cumulative, net amount of Tax Benefit Payments reduced pursuant to this provision shall not exceed the amount of tax reserves attributable to the Medifax Restructuring. (c) In the event that the Internal Revenue Service issues an Information Document Request (“IDR”) relating to, or a 30-day letter, 90-day letter or other form of written communication identifying as an issue, the 743(b) Reallocation (any such written communication, a “Written IRS Notice”), the obligation of the Corporate Taxpayer to make Tax Benefit Payments with respect to the 743(b) Reallocation shall be suspended indefinitely as of Parent or Corporate Taxpayer’s receipt of such Written IRS Notice. To the extent that the request or issue relating to such 743(b) Reallocation is resolved in favor of Parent and the Corporate Taxpayer, Tax Benefit Payments attributable to the 743(b) Reallocation will be resumed and will be increased as of the time that Tax Benefit Payments are next made by the amount of additional Tax Benefit Payments that would have been made previously had the Tax Benefit Payments attributable to the 743(b) Reallocation never been suspended, together with interest at a rate of LIBOR plus 300 basis, calculated from the time any such additional Tax Benefit Payment would have been paid in the absence of such suspension to the time that such Tax Benefit Payment is actually paid. (d) Payments under Article III of the Tax Receivable Agreements shall be reduced, pro rata, by 85% of any tax cost (such as state and local taxes) resulting from the Medifax Restructuring, provided, that such reduction shall in no event exceed the amounts payable under the Tax Receivable Agreements solely as a result of the Medifax Restructuring. (e) In the event that the Medifax Restructuring occurs, Parent and the Corporate Taxpayer will not liquidate Medifax-EDI Holding Company for a period of at least 24 months after the Medifax Restructuring is consummated.

Medifax Restructuring. (a) The Corporate Taxpayer shall promptly seek a legal opinion from a qualified firm mutually agreeable to the H&F ITR Entity and the BX ITR Entity regarding the federal income tax consequences of the Medifax Restructuring, such restructuring to be in the form proposed by the BX ITR Entity and mutually agreeable to the H&F ITR Entity. If such opinion is at least “more likely than not” that the Medifax Restructuring would have the intended federal income tax consequences (“Medifax Opinion”), the Corporate Taxpayer shall proceed to effectuate the Medifax Restructuring. (b) If a tax reserve relating to the intended income tax consequences of the Medifax Restructuring is established or increased subsequent to the consummation thereof, any Tax Benefit Payment attributable to the Medifax Restructuring will be reduced by an amount equal to such Tax Benefit Payment attributable to the Medifax Restructuring (without regard to this provision) multiplied by the ratio of (i) the tax reserve attributable to the Medifax Restructuring divided by (ii) the total amount of Tax Benefit Payments reasonably projected to be made attributable to the Medifax Restructuring resulting from the reallocation among assets of previous adjustments made under Section 743(b) of the Code (the “743(b) Reallocation”). To the extent that the tax reserve attributable to the Medifax Restructuring is decreased, the Tax Benefit Payments attributable to the Medifax Restructuring will be increased as of the time Tax Benefit Payments are next made by the amount of additional Tax Benefit Payments that would have been made previously had such decreased amount of the reserve never been recorded as a reserve, together with interest at a rate of LIBOR plus 300 basis points, calculated from the time such additional Tax Benefit Payments would have been paid in the absence of such decreased reserve to the time that such Tax Benefit Payments are actually paid. In the event that a tax reserve is recorded with respect to the Medifax Restructuring, the deductions attributable to the 743(b) Reallocation shall be deemed for purposes of this Agreement to be, among those deductions that produce Tax Benefit Payments under this Agreement, to be the last such deductions used to offset taxable income. The cumulative, net amount of Tax Benefit Payments reduced pursuant to this provision shall not exceed the amount of tax reserves attributable to the Medifax Restructuring. (c) In the event that the Internal Revenue Service issues an Information Document Request (“IDR”) relating to, or a 30-day letter, 90-day letter or other form of written communication identifying as an issue, the 743(b) Reallocation (any such written communication, a “Written IRS Notice”), the obligation of the Corporate Taxpayer to make Tax Benefit Payments with respect to the 743(b) Reallocation shall be suspended indefinitely as of Parent or Corporate Taxpayer’s receipt of such Written IRS Notice. To the extent that the request or issue relating to such 743(b) Reallocation is resolved in favor of Parent and the Corporate Taxpayer, Tax Benefit Payments attributable to the 743(b) Reallocation will be resumed and will be increased as of the time that Tax Benefit Payments are next made by the amount of additional Tax Benefit Payments that would have been made previously had the Tax Table of Contents Benefit Payments attributable to the 743(b) Reallocation never been suspended, together with interest at a rate of LIBOR plus 300 basis, calculated from the time any such additional Tax Benefit Payment would have been paid in the absence of such suspension to the time that such Tax Benefit Payment is actually paid. (d) Payments under Article III of the Tax Receivable Agreements shall be reduced, pro rata, by 85% of any tax cost (such as state and local taxes) resulting from the Medifax Restructuring, provided, that such reduction shall in no event exceed the amounts payable under the Tax Receivable Agreements solely as a result of the Medifax Restructuring. (e) In the event that the Medifax Restructuring occurs, Parent and the Corporate Taxpayer will not liquidate Medifax-EDI Holding Company for a period of at least 24 months after the Medifax Restructuring is consummated.