Common use of Tax Cooperation and Reporting Clause in Contracts

Tax Cooperation and Reporting. 1. Upon request by Kroger, 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 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 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 Kroger with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. 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 26 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 Kroger and (ii) any legally required forms, returns or amended returns with any applicable governmental authority, or any returns requested by Kroger, and (b) provides to Kroger a copy of (i) the IRS Form 1098-F filed with respect to Kroger 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 forms, returns, or statements shall be prepared and filed in a manner fully consistent with Section 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 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 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 Kroger on the return, amended return, or written statement. 5. For the avoidance of doubt, neither Kroger 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 Compensatory Restitution Amount (or any portion thereof).

Tax Cooperation and Reporting. ‌ 1. Upon request by Krogerany Settling Distributor, the Settling States New York State and Participating Subdivisions agree to perform such further acts and to execute and deliver such further documents as may be reasonably necessary for Kroger 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 26 C.F.R § Treasury Regulations Section 1.162-21(b)(3)(ii) and any subsequently proposed or finalized relevant regulations or administrative guidance.guidance.‌ 2. Without limiting the generality of Section XIII.F.1Xxxxxxx XXX.X.0, Xxx Xxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx and each Settling State and Participating Subdivision shall cooperate in good faith with Kroger any Settling Distributor with respect to any tax claim, dispute, investigation, audit, examination, contest, litigation, or other proceeding relating to this Agreement. 3. Pursuant to 26 C.F.R. § 1.6050X-1(a) and (b), the Designated New York State, 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 26 C.F.R. § 1.6050X- 1(f)(1)(ii)(BTreasury Regulations Section 1.6050X-1(f)(1)(ii)(B) (the “Appropriate Official”). The Designated If the Global Settlement does not become effective by July 1, 2022, New York 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 I, Exhibit J, and Exhibit K with respect to Kroger each of the Settling Distributors and (ii) any legally required forms, returns or amended returns with any applicable governmental authority, or any returns requested by Krogerthe respective Settling Distributors, and (b) provides to Kroger each of the Settling Distributors a copy of (i) the IRS Form 1098-F filed with respect to Kroger 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 formsform, returnsreturn, or statements statement shall be prepared and filed in a manner fully consistent with Section V.F. and as set forth in Section XIII.F.4.VI.C.‌ 4. Any form, New York State 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 New York 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 Compensatory Restitution Amount as “Restitution/remediation amount” in Box 3 2 of IRS Form 1098-F, as reflected in the attached Exhibit U. I, Exhibit J, and Exhibit K. 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 XIV.F other than an IRS Form 1098-F in the form attached as Exhibit UI, the Designated Exhibit J, and Exhibit K, New York State shall direct and ensure that the Appropriate Official provides to Kroger each Settling Distributor a draft of such form, 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 Kroger 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 Kroger nor the Settling States Distributors nor New York State and Participating Subdivisions make any warranty or representation to any Settling New York State, Nassau County, Suffolk County, any Participating Subdivision, Subdivision or any Releasor as to the tax consequences of the payment of the Compensatory Restitution Amount (or any portion thereof).