Common use of Tax Cooperation and Reporting Clause in Contracts

Tax Cooperation and Reporting. 1. Upon request by CVS, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for CVS to establish the statements set forth in Section V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of Section XIII.F.1, each Settling State and Participating Subdivision shall cooperate in good faith with CVS with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated State, on behalf of all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to CVS and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by CVS, and (b) provides to CVS a copy of (i) the IRS Form 1098-F filed with respect to CVS and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F. 4. Any return, amended return, or written statement filed or provided pursuant to Section XIII.F.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the “Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Total Remediation Amount as “Restitution/remediation amount” in Box 3 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.F other than an IRS Form 1098-F in the form attached as Exhibit U, the Designated State shall direct and ensure that the Appropriate Official provides to CVS a draft of such return, amended return, or written statement no later than sixty (60) calendar days prior to the due date thereof, and shall accept any reasonable revisions from CVS on the return, amended return, or written statement. 5. For the avoidance of doubt, neither CVS nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Total Remediation Amount (or any portion thereof).

Tax Cooperation and Reporting. 1. Upon request by CVSKroger, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for CVS Kroger to establish the statements set forth in Section V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 26 C.F.R § 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of Section XIII.F.1, each Settling State and Participating Subdivision shall cooperate in good faith with CVS Xxxxxx with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Pursuant to 26 C.F.R. § 1.6050X-1(a) and (b), the Designated State, on behalf of all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B26 C.F.R. § 1.6050X- 1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to CVS Kroger and (ii) any legally required forms, returns or amended returns with any applicable governmental authority, or any returns requested by CVSKroger, and (b) provides to CVS Kroger a copy of (i) the IRS Form 1098-F filed with respect to CVS Xxxxxx and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such formforms, returnreturns, or statement statements shall be prepared and filed in a manner fully consistent with Section V.F.V.F. and as set forth in Section XIII.F.4. 4. Any form, return, amended return, or written statement filed or provided pursuant to Section XIII.F.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the “Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Total Remediation Compensatory Restitution Amount as “Restitution/remediation amount” in Box 3 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any form, return, amended return, or written statement contemplated by this Section XIII.F other than an IRS Form 1098-F in the form attached as Exhibit U, the Designated State shall direct and ensure that the Appropriate Official provides to CVS Kroger a draft of such form, return, amended return, or written statement no later than sixty (60) calendar days prior to the due date thereof, and shall accept any reasonable revisions from CVS Kroger on the return, amended return, or written statement. 5. For the avoidance of doubt, neither CVS Xxxxxx nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Total Remediation Compensatory Restitution Amount (or any portion thereof).

Tax Cooperation and Reporting. ‌ 1. Upon request by CVSWalmart, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for CVS Walmart to establish the statements set forth in Section Section‌ V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of Section XIII.F.1XII.F.1, each Settling State and Participating Subdivision shall cooperate in good faith with CVS Walmart with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated State, on behalf of all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to CVS Walmart and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by CVSWalmart, and (b) provides to CVS Walmart a copy of (i) the IRS Form 1098-F filed with respect to CVS Walmart and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. above.‌ Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F. 4. Any return, amended return, or written statement filed or provided pursuant to Section XIII.F.3XII.F.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the “Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Total Remediation Compensatory Restitution Amount as “Restitution/remediation amount” in Box 3 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.F XII.F other than an IRS Form 1098-F in the form attached as Exhibit U, the Designated State shall direct and ensure that the Appropriate Official provides to CVS Walmart a draft of such return, amended return, or written statement no later than sixty (60) calendar days prior to the due date thereof, and shall accept any reasonable revisions from CVS Walmart on the return, amended return, or written statement. 5. For the avoidance of doubt, neither CVS Walmart nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Total Remediation Amount (or any portion thereof).

Tax Cooperation and Reporting. 1. Upon request by CVSXxxxxxxxx, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for CVS Walgreens to establish the statements set forth in Section V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of Section XIII.F.1XIII.G.1, each Settling State and Participating Subdivision shall cooperate in good faith with CVS Walgreens with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated State, on behalf of all Settling States and Participating Subdivisions, State shall designate one of its officers or employees to act as the “"appropriate official” " within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “"Appropriate Official”"). The Designated State shall direct and ensure that the Appropriate Official timely timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to CVS Walgreens and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by CVSXxxxxxxxx, and (b) provides to CVS Walgreens a copy of (i) the IRS Form 1098-F filed with respect to CVS Walgreens and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F. 4. Any The Settling States and Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIII.F.3XIII.G.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the “"Total amount to be paid” " pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Total Remediation Compensatory Restitution Amount as “"Restitution/remediation amount” " in Box 3 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.F XIII.G other than an IRS Form 1098-F in the form attached as Exhibit UF, the Designated State shall direct and ensure that the Appropriate Official provides to CVS Walgreens a draft of such return, amended return, or written statement in respect of Walgreens no later than sixty (60) calendar days prior to the due date thereof, thereof and shall accept and reflect any reasonable revisions from CVS comments of Walgreens on the return, amended return, or written statementstatement in respect of Walgreens. 5. For the avoidance of doubt, neither CVS Xxxxxxxxx nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Total Remediation Compensatory Restitution Amount (or any portion thereof).

Tax Cooperation and Reporting. 1. Upon request by CVSWalgreens, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for CVS Walgreens to establish the statements set forth in Section V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of Section XIII.F.1XIII.G.1, each Settling State and Participating Subdivision shall cooperate in good faith with CVS Walgreens with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated State, on behalf of all Settling States and Participating Subdivisions, State shall designate one of its officers or employees to act as the “"appropriate official” " within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “"Appropriate Official”"). The Designated State shall direct and ensure that the Appropriate Official timely timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U with respect to CVS Walgreens and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by CVSWalgreens, and (b) provides to CVS Walgreens a copy of (i) the IRS Form 1098-F filed with respect to CVS Walgreens and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F. 4. Any The Settling States and Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIII.F.3XIII.G.3, and any similar document, shall be prepared and filed in a manner consistent with reporting the Global Settlement Amount as the “"Total amount to be paid” " pursuant to this Agreement in Box 1 of IRS Form 1098-F and the Total Remediation Compensatory Restitution Amount as “"Restitution/remediation amount” " in Box 3 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.F XIII.G other than an IRS Form 1098-F in the form attached as Exhibit UF, the Designated State shall direct and ensure that the Appropriate Official provides to CVS Walgreens a draft of such return, amended return, or written statement in respect of Walgreens no later than sixty (60) calendar days prior to the due date thereof, thereof and shall accept and reflect any reasonable revisions from CVS comments of Walgreens on the return, amended return, or written statementstatement in respect of Walgreens. 5. For the avoidance of doubt, neither CVS Walgreens nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Total Remediation Compensatory Restitution Amount (or any portion thereof).

Tax Cooperation and Reporting. 1. Upon request by CVSany Settling Distributor, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for CVS the Settling Distributors to establish the statements set forth in Section V.F to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of Section XIII.F.1XIV.F.1, each Settling State and Participating Subdivision shall cooperate in good faith with CVS any Settling Distributor with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated State, as defined in Section I.P as New York, on behalf of all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the “"appropriate official” " within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “"Appropriate Official”"). The Designated State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U U, Exhibit V, and Exhibit W with respect to CVS each of the Settling Distributors and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by CVSthe respective Settling Distributors, and (b) provides to CVS each of the Settling Distributors a copy of (i) the IRS Form 1098-F filed with respect to CVS such Settling Distributor and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F. 4. Any The Settling States and Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIII.F.3paragraph 3, and any similar document, shall be prepared and filed in a manner consistent with reporting each Settling Distributor's portion of the Global Settlement Amount as the “"Total amount to be paid” " pursuant to this Agreement in Box 1 of IRS Form 1098-F and each Settling Distributor's portion of the Total Remediation Compensatory Restitution Amount as “"Restitution/remediation amount” " in Box 3 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. U, Exhibit V, and Exhibit W. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.F XIV.F other than an IRS Form 1098-F in the form attached as Exhibit U, Exhibit V, and Exhibit W, the Designated State shall direct and ensure that the Appropriate Official provides to CVS each Settling Distributor a draft of such return, amended return, or written statement in respect of such Settling Distributor no later than sixty (60) calendar days prior to the due date thereof, thereof and shall accept and reflect any reasonable revisions from CVS comments of such Settling Distributor on the return, amended return, or written statementstatement in respect of such Settling Distributor. 5. For the avoidance of doubt, neither CVS the Settling Distributors nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Total Remediation Compensatory Restitution Amount (or any portion thereof).

Tax Cooperation and Reporting. 1. Upon request by CVSany Settling Distributor, the Settling States and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for CVS the Settling Distributors to establish the statements set forth in Section V.F V.E.3 to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of Section XIII.F.1XIV.F.1, each Settling State and Participating Subdivision shall cooperate in good faith with CVS any Settling Distributor with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated State, as defined in Section I.P as New York, on behalf of all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated State shall direct and ensure that the Appropriate Official timely (a) files (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U U, Exhibit V, and Exhibit W with respect to CVS each of the Settling Distributors and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by CVSthe respective Settling Distributors, and (b) provides to CVS each of the Settling Distributors a copy of (i) the IRS Form 1098-F filed with respect to CVS such Settling Distributor and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F.V.E.3. 4. Any The Settling States and Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIII.F.3paragraph 3, and any similar document, shall be prepared and filed in a manner consistent with reporting each Settling Distributor’s portion of the Global Settlement Amount as the “Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F and each Settling Distributor’s portion of the Total Remediation Compensatory Restitution Amount as “Restitution/remediation amount” in Box 3 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. U, Exhibit V, and Exhibit W. If the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.F XIV.F other than an IRS Form 1098-F in the form attached as Exhibit U, Exhibit V, and Exhibit W, the Designated State shall direct and ensure that the Appropriate Official provides to CVS each Settling Distributor a draft of such return, amended return, or written statement in respect of such Settling Distributor no later than sixty (60) calendar days prior to the due date thereof, thereof and shall accept and reflect any reasonable revisions from CVS comments of such Settling Distributor on the return, amended return, or written statementstatement in respect of such Settling Distributor. 5. For the avoidance of doubt, neither CVS the Settling Distributors nor the Settling States and Participating Subdivisions make any warranty or representation to any Settling State, Participating Subdivision, or Releasor as to the tax consequences of the payment of the Total Remediation Compensatory Restitution Amount (or any portion thereof).

Tax Cooperation and Reporting. 1. Upon request by CVSany Settling Distributor, the Settling States Texas and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for CVS the Settling Distributors to establish the statements set forth in Section V.F VI.C and to track and assist in the report of remediation disbursements as agreed to among the Settling Distributors to the satisfaction of their tax advisors, their independent financial auditors, the Internal Revenue Service, or any other governmental authority, including as contemplated by Treasury Regulations Section 1.162-1.162- 21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance. 2. Without limiting the generality of Section XIII.F.1XIV.F.1, Texas, the Bellwether Counties and each Settling State and Participating Subdivision shall cooperate in good faith with CVS any Settling Distributor with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. The Designated StateTexas, on behalf of itself and all Settling States and Participating Subdivisions, shall designate one of its officers or employees to act as the “appropriate official” within the meaning of Treasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated State If the Global Settlement does not become effective by July 1, 2022, Texas shall direct and ensure that the Appropriate Official timely (a) files file (i) at the time this Agreement becomes binding on the Parties, an IRS Form 1098-F in the form attached as Exhibit U I, Exhibit J, and Exhibit K with respect to CVS each of the Settling Distributors and (ii) any legally required returns or amended returns with any applicable governmental authority, or any returns requested by CVSthe respective Settling Distributors, and (b) provides provide to CVS each of the Settling Distributors a copy of (i) the IRS Form 1098-F filed with respect to CVS such Settling Distributor and (ii) any legally required written statement pursuant to any applicable law and any other document referred to in clause (a)(ii) above. Any such form, return, or statement shall be prepared and filed in a manner fully consistent with Section V.F.VI.C. 4. Any Texas and its Participating Subdivisions agree that any return, amended return, or written statement filed or provided pursuant to Section XIII.F.3paragraph 3, and any similar document, shall be prepared and filed in a manner consistent with reporting each Settling Distributor’s portion of the Global Texas Settlement Amount as the “Total amount to be paid” pursuant to this Agreement in Box 1 of IRS Form 1098-F, each Settling Distributor’s portion of the Texas Settlement Amount less the Compensatory Restitution Amount as the “Amount to be paid for violation or potential violation” in Box 2 of IRS Form 1098-F and each Settling Distributor’s portion of the Total Remediation Compensatory Restitution Amount as “Restitution/remediation amount” in Box 3 of IRS Form 1098-F, as reflected in the attached Exhibit U. I, Exhibit J, and Exhibit K. If Texas or the Designated State or Appropriate Official shall be required to file any return, amended return, or written statement contemplated by this Section XIII.F XIV.F other than an IRS Form 1098-F in the form attached as Exhibit UI, the Designated State Exhibit J, and Exhibit K, Texas shall direct and ensure that the Appropriate Official provides to CVS each Settling Distributor a draft of such return, amended return, or written statement in respect of such Settling Distributor no later than sixty (60) calendar days prior to the due date thereof, thereof and shall accept and reflect any reasonable revisions from CVS comments of such Settling Distributor on the return, amended return, or written statementstatement in respect of such Settling Distributor. 5. For the avoidance of doubt, neither CVS nor the Settling States Distributors nor Texas and Participating Subdivisions make any warranty or representation to Texas, the Bellwether Counties, any Settling State, Participating Subdivision, Subdivision or any Releasor as to the tax consequences of the payment of the Total Remediation Compensatory Restitution Amount (or any portion thereof).