Common use of Retention of Tax Records Clause in Contracts

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (x) the expiration of any applicable statutes of limitations, and (y) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines to 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 upon ninety (90) days’ prior notice to Parent and Parent shall have the opportunity, at SpinCo’s 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 Company 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 Parent 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 (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company of Remainco and Spinco may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other CompanyParties. If, prior to the Retention Date, (a) a Company Remainco or Spinco reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8.01 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agreesParties agree, then such first Company Party may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior notice to the other CompanyParties. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Party or any of its Affiliates determines to decomission decommission 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) daysBusiness Days’ prior notice to Parent the other Party and Parent the other Party shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such ninety (90-day ) 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Pfizer shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Zoetis determines to decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Zoetis may decomission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent Pfizer and Parent Pfizer shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 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 Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent ParentCo, and Parent ParentCo 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. 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’s , 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 Company of TFMC and TEN shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent TFMC shall preserve and keep all other Tax Records relating to Taxes of the Groups TFMC Group and 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 (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company of TFMC and TEN may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other CompanyParty. If, prior to the Retention Date, (a) a Company TFMC or TEN reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 Article VI are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company Party agrees, then such first Company Party may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior notice to the other CompanyParty. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Party or any of its Affiliates determines to decomission decommission 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) daysBusiness Days’ prior notice to Parent the other Party and Parent the other Party shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such ninety (90-day ) 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Distributing shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines determine to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decomission decommission or discontinue such program or system upon ninety (90) days’ prior notice to Parent Distributing and Parent Distributing shall have the opportunity, at SpinCo’s 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 Company of Aptiv and Delphi Technologies shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent Aptiv shall preserve and keep all other Tax Records relating to Taxes of the Aptiv and Delphi Technologies 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 (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company of Aptiv and Delphi Technologies may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other CompanyParty. If, prior to the Retention Date, (a) a Company Aptiv or Delphi Technologies reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company Party agrees, then such first Company Party may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior notice to the other CompanyParty. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Party or any of its Affiliates determines to decomission decommission 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) daysBusiness Days’ prior notice to Parent the other Party and Parent the other Party shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such ninety (90-day ) 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent HP shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days90 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days90 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission decommission or discontinue such program or system upon ninety (90) days90 Business Days’ prior notice to Parent the other Company and Parent the other Company shall have the opportunity, at SpinCo’s 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 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 Parent shall preserve and keep all other Tax Records relating to Taxes possession as of the Groups for Pre-Distribution Periods, date hereof for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) 60 days’ prior written notice to the other CompanyParties. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 Article 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agreesParties agree, then such first Company Party may dispose of such Tax Records upon ninety (90) 60 days’ prior notice to the other CompanyParties. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company Party shall have the opportunity, at its cost and expense, to copy or remove, within such 9060-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission decommission or discontinue such program or system upon ninety (90) 60 days’ prior notice to Parent the other Parties and Parent the other Parties shall have the opportunity, at SpinCo’s their cost and expense, to copy, within such 9060-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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent Remainco shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) daysBusiness Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) daysBusiness Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day ninety (90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission decommission or discontinue such program or system upon ninety (90) daysBusiness Days’ prior notice to Parent the other Company and Parent the other Company shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-ninety (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 Company 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 Parent Ralcorp shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xa) the expiration of any applicable statutes of limitations, and or (yb) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each a Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other CompanyCompanies. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agreesCompanies agree, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice to the other CompanyCompanies. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Post determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Post may decomission decommission or discontinue such program or system upon ninety (90) days’ prior notice to Parent Ralcorp and Parent Ralcorp shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Grace shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records pertaining to the assets or activities of the other Group only upon ninety (90) 90 days’ prior written notice to the other CompanyGroup. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agreesLaw, then such first Company it may dispose of such Tax Records; provided, that if such Tax Records upon ninety (90) pertain to the assets or activities of the other Group, the Company shall provide such other Group with 90 days’ prior notice to the other Companywritten notice. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo GCP determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo GCP may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent Grace and Parent Grace shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent MMC shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo one of the Companies determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent the other Company and Parent the other Company shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Distributing shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines determine to 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 upon ninety (90) days’ prior notice to Parent Distributing and Parent Distributing shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent ConocoPhillips shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xa) the expiration of any applicable statutes of limitations, and or (yb) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) 90 days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-90- day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Xxxxxxxx 66 or Xxxxxxxx 66 Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Xxxxxxxx 66 or Xxxxxxxx 66 Company may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent ConocoPhillips and Parent ConocoPhillips shall have the opportunity, at SpinCo’s 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 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 Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) 90 days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 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, SpinCo a Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent the other Company, and Parent the other Company shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Valero shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to provided that the other CompanyCompany 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) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agreesagrees in writing, then such first Company may dispose of such Tax Records upon ninety (90) 90 days’ prior written notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Corner Store determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Corner Store may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior written notice to Parent Valero and Parent Valero shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent NTELOS shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) 90 days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines Wireline determine to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Wireline may decomission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent NTELOS and Parent NTELOS shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent Remainco shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof of such Tax Records may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xa) the expiration of any applicable statutes of limitations, and limitations or (yb) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety thirty (9030) daysBusiness Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety thirty (9030) daysBusiness Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day thirty (30)-Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission decommission or discontinue such program or system upon ninety thirty (9030) daysBusiness Days’ prior notice to Parent the other Company and Parent the other Company shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day thirty (30) 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 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 Parent shall preserve and keep all other Tax Records relating to Taxes possession as of the Groups for Pre-Distribution Periods, date hereof for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 Article 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Outdoor Americas determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Outdoor Americas may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent CBS and Parent CBS shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent DuPont shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Chemours determines to decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Chemours may decomission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent DuPont and Parent DuPont shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent SunEdison shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which that it would otherwise be required to preserve and keep under this Section 9.01 7 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agreesagrees in writing to such determination, then such first Company may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo either Company determines to decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission or discontinue such program or system upon ninety sixty (9060) daysBusiness Days’ prior notice to Parent the other Company and Parent the other Company shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day sixty (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 Company of DDR and RVI shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent DDR shall preserve and keep all other Tax Records relating to Taxes of the DDR and 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 (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company of DDR and RVI may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other CompanyParty. If, prior to the Retention Date, (a) a Company DDR or RVI reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company Party agrees, then such first Company Party may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior notice to the other CompanyParty. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Party or any of its Affiliates determines to decomission decommission 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) daysBusiness Days’ prior notice to Parent the other Party and Parent the other Party shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such ninety (90-day ) 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to provided that the other CompanyCompany 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) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agreesagrees in writing, then such first Company may dispose of such Tax Records upon ninety (90) 90 days’ prior written notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Enova determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Enova may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior written notice to Parent and Parent shall have the opportunity, at SpinCo’s 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 Company of PDL and LENSAR shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group Entities for Pre-Distribution Periods, and Parent PDL shall preserve and keep all other Tax Records relating to Taxes of the Groups PDL and LENSAR Entities 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 (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company of PDL and LENSAR may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other CompanyParty. If, prior to the Retention Date, (a) a Company PDL or LENSAR reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company Party agrees, then such first Company Party may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior notice to the other CompanyParty. Any notice of an intent to dispose given pursuant to this Section 9.01 7.1 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 Company Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Party or any of its Affiliates determines to decomission decommission 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) daysBusiness Days’ prior notice to Parent the other Party and Parent the other Party shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such ninety (90-day ) 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent Manitowoc ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent Manitowoc ParentCo and Parent Manitowoc ParentCo shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Valero shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to provided that the other CompanyCompany 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) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agreesagrees in writing, then such first Company may dispose of such Tax Records upon ninety (90) 90 days’ ' prior written notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Corner Store determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Corner Store may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ ' prior written notice to Parent Valero and Parent Valero shall have the opportunity, at SpinCo’s its cost and 29 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Agilent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Keysight determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Keysight may decomission decommission or discontinue such program or system upon ninety (90) days’ prior notice to Parent Agilent and Parent Agilent shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Motorola shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) 90 days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines determine to 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 upon ninety (90) 90 days’ prior notice to Parent Motorola and Parent Motorola shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent Trinity shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) two years after the expiration of any applicable statutes of limitations, and or (yii) seven (7) ten years after the Distribution Date (such later date, the “"Retention Date”"). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ 60 Business Days' prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ 60 Business Days' prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Arcosa determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Arcosa may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ ' prior notice to Parent Trinity and Parent Trinity shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day 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 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 Parent Remainco shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day ninety (90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Company determines to decomission 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 SpinCo such Company may decomission decommission or discontinue such program or system upon ninety (90) days’ prior notice to Parent the other Company and Parent the other Company shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day ninety (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 Company of HHH and Seaport Entertainment shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent HHH shall preserve and keep all other Tax Records relating to Taxes of the Groups HHH Group and 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 (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company of HHH and Seaport Entertainment may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other Companyother. If, prior to the Retention Date, (a) a Company HHH or Seaport Entertainment reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company Party may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior notice to the other Companyother. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company Party shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo HHH or Seaport Entertainment (or any member of their respective Groups) determines to decomission decommission 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) daysBusiness Days’ prior notice to Parent and Parent the other, which shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such ninety (90-day ) 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent Houston shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) daysBusiness Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) daysBusiness Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day ninety (90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission decommission or discontinue such program or system upon ninety (90) daysBusiness Days’ prior notice to Parent the other Company and Parent the other Company shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day ninety (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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Parent Agilent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Keysight determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Keysight may decomission decommission or discontinue such program or system upon ninety (90) days’ prior notice to Parent Agilent and Parent Agilent shall have the opportunity, at SpinCo’s 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent Trinity shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) two years after the expiration of any applicable statutes of limitations, and or (yii) seven (7) ten years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Arcosa determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Arcosa may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent Trinity and Parent Trinity shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent DuPont shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Distribution Date (such later date, the “"Retention Date”"). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ 60 Business Days' prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ 60 Business Days' prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Chemours determines to decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Chemours may decomission or discontinue such program or system upon ninety (90) 90 days’ ' prior notice to Parent DuPont and Parent DuPont shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day 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 Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent ConocoPhillips shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xa) the expiration of any applicable statutes of limitations, and or (yb) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) 90 days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) 90 days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 9.01 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo Xxxxxxxx 66 or Xxxxxxxx 66 Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo Xxxxxxxx 66 or Xxxxxxxx 66 Company may decomission decommission or discontinue such program or system upon ninety (90) 90 days’ prior notice to Parent ConocoPhillips and Parent ConocoPhillips shall have the opportunity, at SpinCo’s 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 Company shall preserve Prior to the Closing Date, each Seller and, to Sellers’ Knowledge, each Acquired Subsidiary, has and keep will continue to maintain all Tax Records exclusively records that relate to the Acquired Assets and shall provide a copy of such Tax records to Buyer on the Closing Date. After the Closing Date and until the expiration of all statutes of limitation applicable to Sellers’ liabilities for Taxes, Buyer shall retain possession of all accounting, business, financial and Tax records and information that (a) relate to the Acquired Assets and are in existence on the Closing Date, and (b) come into existence after the Closing Date but relate to the Acquired Assets before the Closing Date, and Buyer shall give Sellers notice and an opportunity to retain any such records in the event that Buyer determines to destroy or dispose of them during such period. In addition, from and after the Closing Date, Buyer shall provide to Sellers and their Related Persons (after reasonable notice and during normal business hours and without charge to Sellers) access to the books, records, documents and other information relating to the assets Acquired Assets as Sellers may reasonably deem necessary to (i) properly prepare for, file, prove, answer, prosecute and activities of its Group for Pre-Distribution Periodsdefend any Tax Return, and Parent shall preserve and keep all other Tax Records relating to Taxes claim, filing, tax audit, tax protest, suit, proceeding or answer or (ii) administer or complete any cases under Chapter 11 of the Groups for Pre-Distribution PeriodsBankruptcy Code of or including Sellers. Such access shall include reasonable access to any computerized information systems that contain data regarding the Acquired Assets, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (x) the expiration of any applicable statutes of limitations, and (y) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) days’ prior written notice to the other Companyextent such information may be accessed without adverse impact to Buyer and consistent with all privacy and confidentiality restrictions under applicable Law. If, prior to To the Retention Date, (a) a Company reasonably determines extent that any Tax Records which it would otherwise be required records related to the Acquired Assets are not delivered to Buyers at Closing, Sellers will preserve such records and keep under give Buyer access to the same in accordance with the requirements in this Section 9.01 are no longer material in 11.3 applicable to Buyer. In addition, upon the administration written request of Buyer given following Closing, Sellers will promptly deliver to Buyer any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) days’ prior notice records related to the other Company. Any notice of an intent Acquired Assets that were not delivered to dispose given pursuant to this Section 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 Company shall have the opportunity, Buyer at its cost and expense, to copy or remove, within such 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo determines to 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 upon ninety (90) days’ prior notice to Parent and Parent shall have the opportunity, at SpinCo’s 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 systemClosing.

Retention of Tax Records. Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent Remainco shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (xi) the expiration of any applicable statutes of limitations, and or (yii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company may dispose of such Tax Records upon ninety (90) daysBusiness Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon ninety (90) daysBusiness Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 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 Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-day ninety (90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Company determines to decomission decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then SpinCo such Company may decomission decommission or discontinue such program or system upon ninety (90) daysBusiness Days’ prior notice to Parent the other Company and Parent the other Company shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such 90-day ninety (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 Company of PDL and LENSAR shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group Entities for Pre-Distribution Periods, and Parent PDL shall preserve and keep all other Tax Records relating to Taxes of the Groups PDL and LENSAR Entities 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 (xa) the expiration of any applicable statutes of limitations, and or (yb) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Company of PDL and LENSAR may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior written notice to the other CompanyParty. If, prior to the Retention Date, (a) a Company PDL or LENSAR reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 9.01 Article VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company Party agrees, then such first Company Party may dispose of such Tax Records upon ninety sixty (9060) daysBusiness Days’ prior notice to the other CompanyParty. Any notice of an intent to dispose given pursuant to this Section 9.01 7.1 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 Company Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such 90-day sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, SpinCo a Party or any of its Affiliates determines to decomission decommission 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) daysBusiness Days’ prior notice to Parent the other Party and Parent the other Party shall have the opportunity, at SpinCo’s its cost and expense, to copy, within such ninety (90-day ) 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.