Common use of Notices, Withholding, Reporting Clause in Contracts

Notices, Withholding, Reporting. (i) Conexant shall promptly notify Mindspeed of any post-Distribution Date event giving rise to income to any Mindspeed Group Employees and Former Employees in connection with the Conexant Common Stock Options and Conexant Restricted Shares and, if required by law, Mindspeed shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant shall within ten days of demand thereof reimburse Mindspeed for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common Stock Options and Conexant Restricted Shares, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed Group Employees and Former Employees from such Mindspeed Group Employees and Former Employees. (ii) Mindspeed shall promptly notify Conexant of any post-Distribution Date event giving rise to income to any non-Mindspeed Group Employees and Former Employees in connection with the Mindspeed Common Stock Options and Mindspeed Restricted Shares and, if required by law, Conexant shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed shall within ten days of demand thereof reimburse Conexant for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Common Stock Options and Mindspeed Restricted Shares, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed Group Employees and Former Employees from such non-Mindspeed Group Employees and Former Employees.

Notices, Withholding, Reporting. (i) Conexant shall promptly notify Mindspeed Alpha of any post-Distribution Date event giving rise to income to any Mindspeed Alpha Group Employees and Former Employees in connection with the Conexant Common Stock Options and Conexant Restricted Shares Stock and, if required by law, Mindspeed Alpha shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant shall within ten days of demand thereof reimburse Mindspeed Alpha for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common Stock Options and Conexant Restricted SharesStock, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed Alpha shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed Alpha Group Employees and Former Employees from such Mindspeed Alpha Group Employees and Former Employees. (ii) Mindspeed Alpha shall promptly notify Conexant of any post-Distribution Date event giving rise to income to any non-Mindspeed Conexant Group Employees and Former Employees in connection with the Mindspeed Alpha Common Stock Options and Mindspeed Alpha Restricted Shares Stock and, if required by law, Conexant shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed Alpha shall within ten days of demand thereof reimburse Conexant for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Alpha Common Stock Options and Mindspeed Alpha Restricted SharesStock, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed Conexant Group Employees and Former Employees from such non-Mindspeed Conexant Group Employees and Former Employees.

Notices, Withholding, Reporting. (ia) Conexant UWS shall promptly notify Mindspeed Newco of any post-Distribution Date event giving rise to income to any Mindspeed Group Employees and Former Newco Employees in connection with the Conexant UWS Common Stock Options and Conexant Restricted Shares and, if required by law, Mindspeed UWS shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant UWS shall within ten days of demand thereof reimburse Mindspeed Newco for all reasonable out-of-pocket expenses incurred in connection with the Conexant UWS Common Stock Options and Conexant Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed Newco shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed Group Employees and Former the Newco Employees from such Mindspeed Group Employees and Former Newco Employees. (iib) Mindspeed Newco shall promptly notify Conexant UWS of any post-Distribution Date event giving rise to income to any non-Mindspeed Group Employees and Former UWS Employees in connection with the Mindspeed Newco Common Stock Options and Mindspeed Restricted Shares and, if required by law, Conexant Newco shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed Newco shall within ten days of demand thereof reimburse Conexant UWS for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Newco Common Stock Options and Mindspeed Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant UWS shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed Group Employees and Former UWS Employees from such non-Mindspeed Group Employees and Former UWS Employees.

Notices, Withholding, Reporting. (i) Conexant Rockwell shall promptly notify Mindspeed of Rockwell Collxxx xx any post-Distribution Date event giving rise to income to any Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees in connection with the Conexant Rockwell Common Stock Options and Conexant Restricted Shares and, if required by law, Mindspeed shall Rockwell Collxxx xxxll withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant Rockwell shall within ten days of demand thereof reimburse Mindspeed for Rockwell Collxxx xxx all reasonable out-of-pocket expenses incurred in connection with the Conexant Rockwell Common Stock Options and Conexant Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed shall Rockwell Collxxx xxxll use reasonable efforts to collect any such amounts required to be paid by Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees from such Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees. (ii) Mindspeed shall Rockwell Collxxx xxxll promptly notify Conexant Rockwell of any post-Distribution Date event giving rise to income to any non-Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees in connection with the Mindspeed Common Rockwell Collxxx Xxxmon Stock Options and Mindspeed Restricted Shares and, if required by law, Conexant Rockwell shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed shall Rockwell Collxxx xxxll within ten days of demand thereof reimburse Conexant Rockwell for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Common Rockwell Collxxx Xxxmon Stock Options and Mindspeed Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant Rockwell shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees from such non-Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees.

Notices, Withholding, Reporting. (i) Conexant Compuware shall promptly notify Mindspeed Covisint of any post-Distribution Date event Deconsolidation Event action giving rise to income to any Mindspeed Group Employees and Covisint Employee or Former Employees Covisint Employee in connection with the Conexant Common Stock Options and Conexant Restricted Shares andCovisint Compensation Items related to Options, stock, performance share units, or, options under employee stock purchase plans, in each case with respect to Compuware stock, if Compuware has knowledge of such action. If required by the Tax law, Mindspeed Covisint shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant shall within ten days of demand thereof reimburse Mindspeed for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common Stock Options and Conexant Restricted SharesIf Section 9.01(c) applies, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed Group Employees and Former Employees from such Mindspeed Group Employees and Former Employees. (ii) Mindspeed then Covisint shall promptly notify Conexant Compuware of any post-Distribution Date event Deconsolidation Event action giving rise to income to any non-Mindspeed Group Employees and Covisint Employee or Former Employees Covisint Employee in connection with the Mindspeed Common Stock Options and Mindspeed Restricted Shares andCovisint Compensation Items related to Compuware Options, Compuware stock, Compuware performance share units, or, options under Compuware’s employee stock purchase plans, if Covisint has knowledge of such action. If required by the Tax law, Conexant Compuware shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed If Section 9.02 above applies, then Covisint shall within ten days promptly notify Compuware of demand thereof reimburse Conexant for all reasonable outany post-of-pocket expenses incurred Deconsolidation Event action giving rise to income to any Covisint Employee or Former Covisint Employee in connection with Covisint Compensation Items related to Options, stock, performance share units, or, options under employee stock purchase plans granted before the Mindspeed Common Stock Options Effective Date, if Covisint has knowledge of such action. If required by the Tax law, Compuware shall withhold applicable Taxes and Mindspeed Restricted Shares, including with respect to incremental satisfy applicable Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed Group Employees and Former Employees from such non-Mindspeed Group Employees and Former Employeesin connection therewith.

Notices, Withholding, Reporting. (i) Conexant Acacia shall promptly notify Mindspeed CombiMatrix of any post-Distribution Date event giving rise to income to any Mindspeed CombiMatrix Group Employees and Former Employees in connection with the Conexant Common CBMX Tracking Stock Options and Conexant Acacia Restricted Shares and, if required by law, Mindspeed CombiMatrix shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant Acacia shall within ten days of demand thereof reimburse Mindspeed CombiMatrix for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common CBMX Tracking Stock Options and Conexant Acacia Restricted Shares, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed CombiMatrix shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed CombiMatrix Group Employees and Former Employees from such Mindspeed CombiMatrix Group Employees and Former Employees. (ii) Mindspeed CombiMatrix shall promptly notify Conexant Acacia of any post-Distribution Date event giving rise to income to any non-Mindspeed CombiMatrix Group Employees and Former Employees in connection with the Mindspeed CombiMatrix Common Stock Options and Mindspeed CombiMatrix Restricted Shares and, if required by law, Conexant Acacia shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed CombiMatrix shall within ten days of demand thereof reimburse Conexant Acacia for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed CombiMatrix Common Stock Options and Mindspeed CombiMatrix Restricted Shares, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant Acacia shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed CombiMatrix Group Employees and Former Employees from such non-Mindspeed CombiMatrix Group Employees and Former Employees.

Notices, Withholding, Reporting. (i) Conexant Rockwell shall promptly notify Mindspeed of Rockwell Collxxx xx any post-Distribution Date event giving rise to income to any Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees in connection with the Conexant Rockwell Common Stock Options and Conexant Restricted Shares and, if required by law, Mindspeed shall Rockwell Collxxx xxxll withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant Rockwell shall within ten days of demand thereof reimburse Mindspeed for Rockwell Collxxx xxx all reasonable out-of-pocket expenses incurred in connection with the Conexant Rockwell Common Stock Options and Conexant Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed shall Rockwell Collxxx xxxll use reasonable efforts to collect any such amounts required to be paid by Mindspeed Group Employees and Former Employees from such Mindspeed Group Employees and Former Employees.to (ii) Mindspeed shall Rockwell Collxxx xxxll promptly notify Conexant Rockwell of any post-Distribution Date event giving rise to income to any non-Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees in connection with the Mindspeed Common Rockwell Collxxx Xxxmon Stock Options and Mindspeed Restricted Shares and, if required by law, Conexant Rockwell shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed shall Rockwell Collxxx xxxll within ten days of demand thereof reimburse Conexant Rockwell for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Common Rockwell Collxxx Xxxmon Stock Options and Mindspeed Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant Rockwell shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees from such non-Mindspeed Group Rockwell Collxxx Xxxup Employees and Former Employees.

Notices, Withholding, Reporting. (i) Conexant shall promptly notify Mindspeed of any post-Distribution Date event giving rise to income to any Mindspeed Group Employees and Former Employees in connection with the Conexant Common Stock Options and Conexant Restricted Shares and, if required by law, Mindspeed shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant shall within ten days of demand thereof reimburse Mindspeed for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common Stock Options and Conexant Restricted Shares, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed Group Employees and Former Employees from such Mindspeed Group Employees and Former Employees. (ii) Mindspeed Rockwell shall promptly notify Conexant of any post-Distribution Date event giving rise to income to any non-Mindspeed Conexant Group Employees and Former Employees in connection with the Mindspeed Rockwell Common Stock Options and Mindspeed Restricted Shares and, if required by law, Conexant shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed Rockwell shall within ten days of demand thereof reimburse Conexant for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Rockwell Common Stock Options and Mindspeed Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant shall use reasonable efforts to collect any such amounts required to be paid by Conexant Group Employees and Former Employees from such Conexant Group Employees and Former Employees. (ii) Conexant shall promptly notify Rockwell of any post-Distribution Date event giving rise to income to any non-Mindspeed Conexant Group Employees and Former Employees in connection with the Conexant Common Stock Options and, if required by law, Rockwell shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant shall within ten days of demand thereof reimburse Rockwell for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common Stock Options, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Rockwell shall use reasonable efforts to collect any such amounts required to be paid by non-Conexant Group Employees and Former Employees from such non-Mindspeed Conexant Group Employees and Former Employees.

Notices, Withholding, Reporting. (i) Conexant shall promptly notify Mindspeed of any post-Distribution Date event giving rise to income to any Mindspeed Group Employees and Former Employees in connection with the Conexant Common Stock Options and Conexant Restricted Shares and, if required by law, Mindspeed shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant shall within ten days of demand thereof reimburse Mindspeed for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common Stock Options and Conexant Restricted Shares, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed Group Employees and Former Employees from such Mindspeed Group Employees and Former Employees. (ii) Mindspeed Rockwell shall promptly notify Conexant of any post-Distribution Date event giving rise to income to any non-Mindspeed Conexant Group Employees and Former Employees in connection with the Mindspeed Rockwell Common Stock Options and Mindspeed Restricted Shares and, if 26 30 required by law, Conexant shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed Rockwell shall within ten days of demand thereof reimburse Conexant for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Rockwell Common Stock Options and Mindspeed Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant shall use reasonable efforts to collect any such amounts required to be paid by Conexant Group Employees and Former Employees from such Conexant Group Employees and Former Employees. (ii) Conexant shall promptly notify Rockwell of any post-Distribution Date event giving rise to income to any non-Mindspeed Conexant Group Employees and Former Employees in connection with the Conexant Common Stock Options and, if required by law, Rockwell shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant shall within ten days of demand thereof reimburse Rockwell for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common Stock Options, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Rockwell shall use reasonable efforts to collect any such amounts required to be paid by non-Conexant Group Employees and Former Employees from such non-Mindspeed Conexant Group Employees and Former Employees.

Notices, Withholding, Reporting. (i) Conexant shall promptly notify Mindspeed Alpha of any post-Distribution Date event giving rise to income to any Mindspeed Alpha Group Employees and Former Employees in connection with the Conexant Common Stock Options and Conexant Restricted Shares and, if required by law, Mindspeed Alpha shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant shall within ten days of demand thereof reimburse Mindspeed Alpha for all reasonable out-of-pocket expenses incurred in connection with the Conexant Common Stock Options and Conexant Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed Alpha shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed Alpha Group Employees and Former Employees from such Mindspeed Alpha Group Employees and Former Employees. (ii) Mindspeed Alpha shall promptly notify Conexant of any post-Distribution Date event giving rise to income to any non-Mindspeed Conexant Group Employees and Former Employees in connection with the Mindspeed Alpha Common Stock Options and Mindspeed Restricted Shares and, if required by law, Conexant shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed Alpha shall within ten days of demand thereof reimburse Conexant for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Alpha Common Stock Options and Mindspeed Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed Conexant Group Employees and Former Employees from such non-Mindspeed Conexant Group Employees and Former Employees.

Notices, Withholding, Reporting. (i) Conexant 4.2.3.1. Ambassadors shall promptly notify Mindspeed Education of any post-Distribution Date event giving rise to income to any Mindspeed Education Group Employees and Former Employees in connection with the Conexant Ambassadors Common Stock Options and Conexant Restricted Shares and, if required by law, Mindspeed Education shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Conexant Ambassadors shall within ten days of demand thereof reimburse Mindspeed Education for all reasonable out-of-pocket expenses incurred in connection with the Conexant Ambassadors Common Stock Options and Conexant Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Mindspeed Education shall use reasonable efforts to collect any such amounts required to be paid by Mindspeed Education Group Employees and Former Employees from such Mindspeed Education Group Employees and Former Employees. (ii) Mindspeed 4.2.3.2. Education shall promptly notify Conexant Ambassadors of any post-Distribution Date event giving rise to income to any non-Mindspeed Education Group Employees and Former Employees in connection with the Mindspeed Education Common Stock Options and Mindspeed Restricted Shares and, if required by law, Conexant Ambassadors shall withhold applicable Taxes and satisfy applicable Tax reporting obligations in connection therewith. Mindspeed Education shall within ten days of demand thereof reimburse Conexant Ambassadors for all reasonable out-of-pocket expenses incurred in connection with the Mindspeed Education Common Stock Options and Mindspeed Restricted SharesOptions, including with respect to incremental Tax reporting obligations and any incremental employment Tax obligations; provided that Conexant Ambassadors shall use reasonable efforts to collect any such amounts required to be paid by non-Mindspeed Education Group Employees and Former Employees from such non-Mindspeed Education Group Employees and Former Employees.