Common use of Retention of Tax Records Clause in Contracts

Retention of Tax Records. Each of Remainco and Spinco shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Parties. If, prior to the Retention Date, (a) Remainco or Spinco reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agree, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Parties. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco TFMC and Spinco TEN shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco TFMC shall preserve and keep all other Tax Records relating to Taxes of the Remainco TFMC Group and Spinco Groups TEN Group for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco TFMC and Spinco TEN may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco TFMC or Spinco TEN reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VI are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty. Any notice of an intent to dispose given pursuant to this Section 8.01 6.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Parent shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ix) the expiration of any applicable statutes of limitations, or and (iiy) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9.01 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates SpinCo determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decomission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Daysdays’ prior notice to the other Party Parent and the other Party Parent shall have the opportunity, at its SpinCo’s cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Parties. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VIII are no longer required to be kept by applicable Tax Law (or other applicable law) or are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party ParentCo, and the other Party ParentCo shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system. If, at any time prior to the Retention Date, ParentCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then ParentCo may decommission or discontinue such program or system upon 90 days’ prior notice to SpinCo, and SpinCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Ironwood shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco or Spinco a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Party shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco The Companies shall preserve and keep all Tax Records in their possession and exclusively relating to the assets and activities of its their Group for Pre-Distribution Periods, and Remainco Ralcorp shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco a Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartiesCompanies. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties Companies agree, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartiesCompanies. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Post determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Post may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Daysdays’ prior notice to the other Party Ralcorp and the other Party Ralcorp shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco HP shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 90 Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 90 Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) 90 Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco Illumina and Spinco GRAIL shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Illumina shall preserve and keep all other Tax Records relating to Taxes of the Remainco Illumina and Spinco GRAIL Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco Illumina and Spinco GRAIL may dispose of such Tax Records upon sixty (60) Business Days’ at any time prior to receiving written notice to from the other PartiesParty that such other Party will take possession of such Tax Records. If, prior to the Retention Date, (a) Remainco Illumina or Spinco GRAIL reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeLaw, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty unless such Party receives prior written notice from such other Party that it will take possession of such Tax Records. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties A Party providing timely written notice that it intends to take possession of Tax Records pursuant to this Section 8.01 shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day periodDays of providing such notification, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Distributing shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines SpinCo determine to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Daysdays’ prior notice to the other Party Distributing and the other Party Distributing shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco bluebird shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco or Spinco a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Party shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco HHH and Spinco Seaport Entertainment shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco HHH shall preserve and keep all other Tax Records relating to Taxes of the Remainco HHH Group and Spinco Groups Seaport Entertainment Group for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco HHH and Spinco Seaport Entertainment may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Partiesother. If, prior to the Retention Date, (a) Remainco HHH or Spinco Seaport Entertainment reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeagrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Partiesother. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Party shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party HHH or Seaport Entertainment (or any member of its Affiliates their respective Groups) determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party other, which shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of related work papers and other documentation in its Group for Pre-Distribution Periods, and Remainco shall preserve and keep all other Tax Records relating to Taxes possession as of the Remainco and Spinco Groups for Pre-Distribution Periods, date hereof for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days60 days’ prior written notice to the other Parties. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agree, then such first Party may dispose of such Tax Records upon sixty (60) Business Days60 days’ prior notice to the other Parties. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Party shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day -day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days60 days’ prior notice to the other Party Parties and the other Party Parties shall have the opportunity, at its their cost and expense, to copy, within such ninety (90) Business Day 60-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco MMC shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any one of its Affiliates the Companies determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty ninety (60) Business Day 90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day 90)- day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Biogen shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco or Spinco a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Party shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco IP RemainCo shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco or Spinco a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Party shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Alkermes shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco or Spinco a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Party shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Grace shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records pertaining to the assets or activities of the other Group only upon sixty (60) Business Days90 days’ prior written notice to the other PartiesGroup. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeLaw, then such first Party it may dispose of such Tax Records; provided, that if such Tax Records upon sixty (60) Business Dayspertain to the assets or activities of the other Group, the Company shall provide such other Group with 90 days’ prior notice to the other Partieswritten notice. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates GCP determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then GCP may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party Grace and the other Party Grace shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco HoldCo shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Party may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco or Spinco a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8.5 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior notice to the other Parties. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposedParty. The notified Parties Party shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty ninety (6090) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records (including emails and other digitally stored materials) exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Parent shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each filethe files, bookbooks, or other record accumulation records being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records, and the other Company will then dispose of the same Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party Company, and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Agilent shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Keysight determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Keysight may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Daysdays’ prior notice to the other Party Agilent and the other Party Agilent shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of related work papers and other documentation in its Group for Pre-Distribution Periods, and Remainco shall preserve and keep all other Tax Records relating to Taxes possession as of the Remainco and Spinco Groups for Pre-Distribution Periods, date hereof for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Outdoor Americas determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Outdoor Americas may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party CBS and the other Party CBS shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Motorola shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines SpinCo determine to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decomission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party Motorola and the other Party Motorola shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Manitowoc ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party Manitowoc ParentCo and the other Party Manitowoc ParentCo shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco SITC and Spinco CURB shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco SITC shall preserve and keep all other Tax Records relating to Taxes of the Remainco SITC and Spinco CURB Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco SITC and Spinco CURB may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco SITC or Spinco CURB reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Valero shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to provided that the other PartiesCompany has not requested in writing within 30 days following the Retention Date the opportunity to copy or remove all or any part of such Tax Records. Upon such written request, the requesting Company shall have the opportunity, at its cost and expense, to copy or remove, within 30 days of such request, all or any part of such Tax Records and the other Company may dispose of Such Tax Records following such 30 day period. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees in writing, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Corner Store determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Corner Store may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior written notice to the other Party Valero and the other Party Valero shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco NTELOS shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines Wireline determine to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Wireline may decomission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party NTELOS and the other Party NTELOS shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco SunEdison shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which that it would otherwise be required to preserve and keep under this Section 8.01 7 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees in writing to such determination, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 7.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates either Company determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decomission or discontinue such program or system may be decommissioned or discontinued upon ninety sixty (9060) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety sixty (9060) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Trinity shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) two years after the expiration of any applicable statutes of limitations, or (ii) seven (7) ten years after the Spinco Distribution Date (such later date, the “"Retention Date”"). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Arcosa determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Arcosa may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ 90 days' prior notice to the other Party Trinity and the other Party Trinity shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Distributing shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines SpinCo determine to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decomission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Daysdays’ prior notice to the other Party Distributing and the other Party Distributing shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Valero shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to provided that the other PartiesCompany has not requested in writing within 30 days following the Retention Date the opportunity to copy or remove all or any part of such Tax Records. Upon such written request, the requesting Company shall have the opportunity, at its cost and expense, to copy or remove, within 30 days of such request, all or any part of such Tax Records and the other Company may dispose of Such Tax Records following such 30 day period. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees in writing, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days’ 90 days' prior written notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Corner Store determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Corner Store may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ 90 days' prior written notice to the other Party Valero and the other Party Valero shall have the opportunity, at its cost and 29 expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco DDR and Spinco RVI shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco DDR shall preserve and keep all other Tax Records relating to Taxes of the Remainco DDR and Spinco RVI Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco DDR and Spinco RVI may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesParty. If, prior to the Retention Date, (a) Remainco DDR or Spinco RVI reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesParty. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof of such Tax Records may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, limitations or (iib) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty thirty (6030) Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty thirty (6030) Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 7.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty thirty (60) Business 30)-Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety thirty (9030) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety thirty (9030) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.. 7.02

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Parent shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to provided that the other PartiesCompany has not requested in writing within 30 days following the Retention Date the opportunity to copy or remove all or any part of such Tax Records. Upon such written request, the requesting Company shall have the opportunity, at its cost and expense, to copy or remove, within 30 days of such request, all or any part of such Tax Records and the other Company may dispose of such Tax Records following such 30 day period. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees in writing, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Enova determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Enova may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior written notice to the other Party Parent and the other Party Parent shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco DuPont shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Chemours determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Chemours may decomission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party DuPont and the other Party DuPont shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution PeriodsPeriods (including Tax Records relevant to the abandoned property audits commenced prior to the date hereof in the possession of the Spinco Group, including electronic records in the Spinco Group’s SAP Software Solutions or Navision systems), and Remainco shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty ninety (60) Business Day 90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax RecordsRecords (including electronic records in the Spinco Group’s SAP Software Solutions or Navision systems), then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Daysdays’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day 90)-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco ConocoPhillips shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90- day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Xxxxxxxx 66 or any of its Affiliates Xxxxxxxx 66 Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Xxxxxxxx 66 or Xxxxxxxx 66 Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party ConocoPhillips and the other Party ConocoPhillips shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Remainco Agilent shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Keysight determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Keysight may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Daysdays’ prior notice to the other Party Agilent and the other Party Agilent shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco ConocoPhillips shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Xxxxxxxx 66 or any of its Affiliates Xxxxxxxx 66 Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Xxxxxxxx 66 or Xxxxxxxx 66 Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party ConocoPhillips and the other Party ConocoPhillips shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty ninety (60) Business Day 90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day 90)-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Closing Periods, and Remainco shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Closing Periods, for so long as the contents thereof of such Tax Records may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, limitations or (iib) seven (7) years after the Spinco Distribution Closing Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty thirty (6030) Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty thirty (6030) Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 7.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty thirty (60) Business 30)-Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety thirty (9030) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety thirty (9030) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to (including emails and other digitally stored materials and related workpapers and other documentation) in its possession as of the assets and activities of its Group for Pre-Distribution Periods, and Remainco shall preserve and keep all other Tax Records date hereof or relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution PeriodsPeriods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until at the earliest the later of (i) ninety (90) days after the expiration of any applicable statutes of limitationslimitations (taking into account any extensions), or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 Article 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, book or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their cost and expenseits cost, to copy or remove, within such sixty ninety (6090) Business Day day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part then dispose of the underlying data relating to the same Tax Records accessed by or stored on such program or systemRecords.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Houston shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty ninety (60) Business Day 90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Company may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day 90)-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.. 27 Section 9.02

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco DuPont shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “"Retention Date”"). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The 26 notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Chemours determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Chemours may decomission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ 90 days' prior notice to the other Party DuPont and the other Party DuPont shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.. Section 8.02

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco DuPont shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “"Retention Date”"). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Chemours determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Chemours may decomission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ 90 days' prior notice to the other Party DuPont and the other Party DuPont shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco and Spinco Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Trinity shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) two years after the expiration of any applicable statutes of limitations, or (ii) seven (7) ten years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco and Spinco Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartiesCompany. If, prior to the Retention Date, (a) Remainco or Spinco a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeCompany agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartiesCompany. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties Company shall have the opportunity, at their its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates Arcosa determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Arcosa may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days90 days’ prior notice to the other Party Trinity and the other Party Trinity shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each of Remainco Realty Income and Spinco Orion shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Remainco Realty Income shall preserve and keep all other Tax Records relating to Taxes of the Remainco Realty Income and Spinco Orion Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each of Remainco Realty Income and Spinco Orion may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartiesRecords. If, prior to the Retention Date, (a) Remainco Realty Income or Spinco Orion reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Parties agreeParty agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartiesRecords. Any notice of an intent to dispose given pursuant to this Section 8.01 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.