Common use of Tax Cooperation Clause in Contracts

Tax Cooperation. (a) Under this Agreement and the Transition Services Agreement, GE and Genworth will furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Genworth Companies and the Genworth Business (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election related to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Taxes or Tax Return. GE and Genworth will cooperate with each other in the conduct of any audit or other proceeding related to Taxes and all other Tax matters relating to the Genworth Companies and the Genworth Business, and each will execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Agreement. The party requesting cooperation under this Section 15 will reimburse the other party for any actual out-of-pocket expenses incurred in furnishing such cooperation, except that the amount of reimbursement for any services governed by the Transition Services Agreement for the time period specified therein shall be determined by that agreement. All Tax records relating to the Genworth Business will be retained for at least seven (7) years after such records are created. (b) Pursuant to the Transition Services Agreement, for the time period specified therein, the GE Parties will provide to Genworth and GNA certain tax consulting, tax compliance, tax related-software, and other tax-related services (the “GE Tax Services”) as set forth in Schedule A of the Transition Services Agreement. Further, for the time period specified in the Transition Services Agreement and as set forth in Schedule B of the Transition Services Agreement, Genworth and GNA will provide to the GE Parties certain tax-related services (the “Genworth Tax Services”). This Agreement incorporates the provisions of the Transition Services Agreement relating to the GE Tax Services and the Genworth Tax Services. Any dispute relating to the performance of the GE Tax Services and the Genworth Tax Services or the fees payable for such services will be governed by the provisions of the Transition Services Agreement. (c) Unless there has previously been a Final Determination to the contrary, neither Genworth nor any of its Affiliates will take any position with respect to Taxes (including on any Tax Return or in connection with any Tax controversy) for any Taxable Year that is inconsistent with (1) any allocation shown on the Final Allocation Schedule, (2) any election made pursuant to Section 8, or (3) the treatment of any payment made pursuant to Section 9 as provided in this Agreement; provided, however, that Genworth will not be required to take any position if (A) Genworth obtains, at its sole cost and expense, an opinion of nationally recognized tax counsel mutually acceptable to Genworth and GE, to the effect that there is no “substantial authority,” within the meaning of Section 6662 of the Code, for such position, and (B) such opinion is reasonably satisfactory in form and substance to GE. (d) GE and Genworth will promptly provide to the other a copy of any written communication from or with the IRS or any other Taxing Authority that relates in any respect to the treatment of the Acquisition or any related transaction (including any communication that relates to the allocation shown on the Final Allocation Schedule).

Tax Cooperation. (a) Under Notwithstanding any other provision in this Agreement and the Transition Services Agreement, GE this Section 8.02 shall govern cooperation with respect to Tax matters. Buyer, the Sellers, New Diamond and Genworth will SUPERVALU agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Genworth Companies Standalone Drug Business and the Genworth Business Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election related relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding Action relating to any Tax. Except with respect to information that is generally available to the public, the party requesting such information shall treat such information so obtained in a manner consistent with the way in which it treats its own records. Buyer, the Sellers, New Diamond and SUPERVALU shall retain all books and records with respect to Taxes or Tax Returnpertaining to the Purchased Assets for a period of at least seven years following the Effective Time. GE Buyer, the Sellers, New Diamond and Genworth will SUPERVALU shall cooperate with each other in the conduct of any audit or other proceeding related relating to Taxes and all other Tax matters relating to involving the Genworth Companies and Purchased Assets or the Genworth Standalone Drug Business, and each will execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Agreement. The party requesting cooperation under this Section 15 will reimburse the other party for any actual out-of-pocket expenses incurred in furnishing such cooperation, except that the amount of reimbursement for any services governed by the Transition Services Agreement for the time period specified therein shall be determined by that agreement. All Tax records relating to the Genworth Business will be retained for at least seven (7) years after such records are created. (b) Pursuant All real property taxes (other than real estate Taxes referred to the Transition Services Agreementin Section 1.08), for the time period specified thereinpersonal property taxes and similar ad valorem obligations (other than Transfer Taxes, the GE Parties will provide to Genworth and GNA certain tax consulting, tax compliance, tax related-software, and other tax-related services (the “GE Tax Services”) as set forth in Schedule A of the Transition Services Agreement. Further, for the time period specified in the Transition Services Agreement and as set forth in Schedule B of the Transition Services Agreement, Genworth and GNA will provide to the GE Parties certain tax-related services (the “Genworth Tax Services”). This Agreement incorporates the provisions of the Transition Services Agreement relating to the GE Tax Services and the Genworth Tax Services. Any dispute relating to the performance of the GE Tax Services and the Genworth Tax Services or the fees payable for such services will which shall be governed by Section 8.02(c)) levied with respect to the provisions Purchased Assets for a Straddle Tax Period (collectively, the “Apportioned Obligations”) shall be apportioned between the Sellers and Buyer based on the number of days of such taxable period included in the Transition Services AgreementPre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. (c) Unless there has previously been a Final Determination to the contraryAll excise, neither Genworth nor any of its Affiliates will take any position with respect to Taxes sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer, gains, transaction privilege tax and similar Taxes, levies, charges and fees (including on any Tax Return or collectively, “Transfer Taxes”) incurred in connection with any Tax controversy) for any Taxable Year that is inconsistent with (1) any allocation shown the transfer of the Purchased Assets pursuant to this Agreement shall be borne equally by Buyer on the Final Allocation Schedule, (2) any election made pursuant to Section 8, or (3) the treatment of any payment made pursuant to Section 9 as provided in this Agreement; provided, however, that Genworth will not be required to take any position if (A) Genworth obtains, at its sole cost and expense, an opinion of nationally recognized tax counsel mutually acceptable to Genworth and GE, to the effect that there is no “substantial authority,” within the meaning of Section 6662 of the Code, for such positionone hand, and (B) such opinion is reasonably satisfactory Sellers, on the other hand. Buyer and the Sellers shall cooperate in form providing each other with any appropriate resale exemption certifications and substance to GEother similar documentation. (d) GE Apportioned Obligations and Genworth will promptly Transfer Taxes described in this Section 8.02 shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the other non-paying party drafts of all Tax Returns described in the preceding sentence and a copy statement setting forth the amount of reimbursement to which the paying party is entitled under Section 8.02(b) and Section 8.02(c), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return. The non-paying party shall have the right, at its expense, to review all work papers and procedures used to prepare any such Tax Return. If the non-paying party, within 10 Business Days after delivery of any written communication from or with such Tax Return, notifies the IRS or paying party in writing that it objects to any other Taxing Authority that relates items in any respect such Tax Return, the parties will use their reasonable best efforts, acting in good faith, to resolve such disputed items between themselves. If the treatment parties fail to resolve such disputed items within 5 Business Days, such disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by the Independent Accounting Firm. Upon resolution of all such items, the relevant Tax Return shall be adjusted, if necessary, to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of the Acquisition or any related transaction (including any communication that relates Independent Accounting Firm shall be borne equally by the parties. The non-paying party shall make reimbursement promptly pursuant to the allocation shown on the Final Allocation Schedule).this Section 8.02

Tax Cooperation. (a) Under this Agreement The parties will provide each other with such cooperation and information as either of them reasonably may request with respect to any Tax matter, at the expense of the requesting party. Such cooperation and information shall include providing signatures with respect to any Tax Returns that must be filed and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, and documents relating to rulings or other determinations by taxing authorities provided that Sellers shall not be required to disclose to Buyer any consolidated, combined, affiliated or unitary Tax Return which includes Sellers or any of their Affiliates or any Tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Companies. Each Seller shall make itself available to provide explanations of any documents or information provided hereunder. Each Seller, Buyer, and the Transition Services Agreement, GE and Genworth will furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Genworth Companies and the Genworth Business (including access to books and records) as is reasonably necessary for the filing of Affiliates thereof shall retain all Tax Returns, the making of any election related to Taxesschedules and work papers, the preparation for any audit by any Taxing Authorityrecords, and the prosecution or defense of any claim, suit or proceeding relating to any Taxes or Tax Return. GE and Genworth will cooperate with each other in the conduct of any audit or other proceeding related to Taxes and all other Tax matters relating to the Genworth Companies and the Genworth Business, and each will execute and deliver such powers of attorney and other documents as are necessary in its possession relating to carry out Tax matters of the intent Companies for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of this Agreement(i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions, or (ii) six years following the due date (without extension) for such Tax Returns. The party requesting cooperation under this Section 15 will reimburse Prior to disposing of any such records, notice shall be given to the other party for any actual out-of-pocket expenses incurred in furnishing providing reasonable terms allowing such cooperationother party to take, except that the amount at its sole expense, possession of reimbursement for any services governed by the Transition Services Agreement for the time period specified therein shall be determined by that agreement. All Tax records relating to the Genworth Business will be retained for at least seven (7) years after such records are createdrecords. (b) Pursuant to the Transition Services Agreement, for the time period specified therein, the GE Parties will provide to Genworth and GNA certain tax consulting, tax compliance, tax related-software, and other tax-related services (the “GE Tax Services”) as set forth in Schedule A of the Transition Services Agreement. Further, for the time period specified in the Transition Services Agreement and as set forth in Schedule B of the Transition Services Agreement, Genworth and GNA will provide to the GE Parties certain tax-related services (the “Genworth Tax Services”). This Agreement incorporates the provisions of the Transition Services Agreement relating to the GE Tax Services and the Genworth Tax Services. Any dispute relating to the performance of the GE Tax Services and the Genworth Tax Services or the fees payable for such services will be governed by the provisions of the Transition Services Agreement. (c) Unless there has previously been a Final Determination Notwithstanding any provision to the contrary, neither Genworth nor any of its Affiliates will take any position with respect to Taxes (including on the Buyer Tax Indemnified Parties shall not, except as required by Applicable Law, amend any Tax Return or in connection with Returns relating to any Pre-Closing Tax Period without Sellers’ written consent, which shall not be unreasonably withheld. Buyer shall have no obligation (but shall have the right at Buyer’s sole discretion) to carry back any Tax controversy) for any Taxable Year that is inconsistent with (1) any allocation shown attributes of the Buyer Tax Indemnified Parties to taxable periods ending on or prior to the Final Allocation Schedule, (2) any election made pursuant to Section 8, or (3) the treatment of any payment made pursuant to Section 9 as provided in this AgreementClosing Date; provided, however, that Genworth will that, except as required by Applicable Law, Buyer shall not carry back any Tax attributes without Sellers’ written consent if such carryback could adversely affect Sellers. Any Tax refund (or equivalent benefit to Sellers through a reduction in Tax liability) arising out of such carryback shall be required the property of Buyer and, if received by Sellers, shall be paid over promptly to take any position if (A) Genworth obtains, at its sole cost and expense, an opinion of nationally recognized tax counsel mutually acceptable to Genworth and GE, to the effect that there is no “substantial authority,” within the meaning of Section 6662 of the Code, for such position, and (B) such opinion is reasonably satisfactory in form and substance to GE. (d) GE and Genworth will promptly provide to the Buyer. Any other a copy of any written communication from or with the IRS or any other Taxing Authority that relates in any respect to the treatment of the Acquisition or any related transaction Tax refund (including any communication that relates interest with respect thereto) relating to the allocation shown Companies for any taxable period prior to the Closing Date (except for any refund included on the Final Allocation Schedule)GAAP Balance Sheet, which shall be the property of Buyer, and if paid to Sellers, shall be paid over promptly to Buyer) shall be the property of Sellers, and if received by any Buyer Tax Indemnified Party shall be paid over promptly to Sellers.

Tax Cooperation. (a) Under Notwithstanding any other provision of this Agreement to the contrary, Purchaser and the Transition Services Agreement, GE and Genworth will Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to any of the Genworth Companies Assets and the Genworth Business Assets (including including, without limitation, access to books and records) as is reasonably necessary for the filing of all Tax Returnsreturns, the making of any election related relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Taxes or Tax ReturnTax. GE Purchaser and Genworth will cooperate Seller shall retain all books and records with each other in the conduct of any audit or other proceeding related respect to Taxes and all other Tax matters relating pertaining to the Genworth Companies and the Genworth Business, and each will execute and deliver such powers Assets for a period of attorney and other documents as are necessary to carry out the intent of this Agreement. The party requesting cooperation under this Section 15 will reimburse the other party for any actual out-of-pocket expenses incurred in furnishing such cooperation, except that the amount of reimbursement for any services governed by the Transition Services Agreement for the time period specified therein shall be determined by that agreement. All Tax records relating to the Genworth Business will be retained for at least seven (7) six years after such records are createdfollowing the Closing Date. (b) Pursuant Based on the best current information available as of the Closing Date, all Property Taxes for the current Tax Year that are or will become due and payable in respect of the Assets shall be prorated between Seller and Purchaser as of the Effective Date. Seller’s pro-rata share of the Property Taxes shall be calculated as the product of the ratio of months or partial months in the period beginning with the Assessment Date through the Effective Date times the amount of Property Taxes in respect of the Assets. The proration shall be deemed a final settlement of Property Taxes between the Parties. The Purchase Price shall be reduced by the unpaid portion of Seller’s pro-rata share of Property Taxes. After Closing, Purchaser expressly assumes all obligations and liabilities for all Property Taxes payable by the Seller with respect to the Transition Services Agreement, for the time period specified therein, the GE Parties will provide to Genworth and GNA certain tax consulting, tax compliance, tax related-software, and other tax-related services (the “GE Tax Services”) as set forth in Schedule A of the Transition Services Agreement. Further, for the time period specified in the Transition Services Agreement and as set forth in Schedule B of the Transition Services Agreement, Genworth and GNA will provide to the GE Parties certain tax-related services (the “Genworth Tax Services”). This Agreement incorporates the provisions of the Transition Services Agreement relating to the GE Tax Services and the Genworth Tax Services. Any dispute relating to the performance of the GE Tax Services and the Genworth Tax Services or the fees payable for such services will be governed by the provisions of the Transition Services AgreementAssets. (c) Unless there has previously been All Property Taxes and Sales Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as required by applicable Legal Requirements or as provided herein. The paying Party shall be entitled to reimbursement from the non-paying Party in accordance with Section 11.3(b) or 11.3(e), as the case may be. Upon payment of any such Property Tax or Sales Tax, the paying Party shall present a Final Determination statement to the contrarynon-paying Party setting forth the amount of reimbursement to which the paying Party is entitled under Section 11.3(b) or 11.3(e), neither Genworth nor any of its Affiliates will take any position as the case may be, together with respect to Taxes (including on any Tax Return or in connection with any Tax controversy) for any Taxable Year that is inconsistent with (1) any allocation shown on the Final Allocation Schedule, (2) any election made pursuant to Section 8, or (3) the treatment of any payment made pursuant to Section 9 such supporting evidence as provided in this Agreement; provided, however, that Genworth will not be required to take any position if (A) Genworth obtains, at its sole cost and expense, an opinion of nationally recognized tax counsel mutually acceptable to Genworth and GE, to the effect that there is no “substantial authority,” within the meaning of Section 6662 of the Code, for such position, and (B) such opinion is reasonably satisfactory necessary to calculate the amount to be reimbursed. The non-paying Party shall make such reimbursement promptly but in form and substance to GEno event later than 10 days after the presentation of such statement. (d) GE and Genworth will promptly provide to the other a copy of any written communication from or with the IRS or any other Taxing Authority that relates in any respect to the treatment of the Acquisition or any related transaction (including any communication that relates to the allocation shown on the Final Allocation Schedule).

Tax Cooperation. (a) Under Notwithstanding any other provision in this Agreement and the Transition Services Agreement, GE this Section 8.02 shall govern cooperation with respect to Tax matters. Buyer, the Sellers, New Diamond and Genworth will SUPERVALU agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Genworth Companies Standalone Drug Business and the Genworth Business Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election related relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding Action relating to any Tax. Except with respect to information that is generally available to the public, the party requesting such information shall treat such information so obtained in a manner consistent with the way in which it treats its own records. Buyer, the Sellers, New Diamond and SUPERVALU shall retain all books and records with respect to Taxes or Tax Returnpertaining to the Purchased Assets for a period of at least seven years following the Effective Time. GE Buyer, the Sellers, New Diamond and Genworth will SUPERVALU shall cooperate with each other in the conduct of any audit or other proceeding related relating to Taxes and all other Tax matters relating to involving the Genworth Companies and Purchased Assets or the Genworth Standalone Drug Business, and each will execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Agreement. The party requesting cooperation under this Section 15 will reimburse the other party for any actual out-of-pocket expenses incurred in furnishing such cooperation, except that the amount of reimbursement for any services governed by the Transition Services Agreement for the time period specified therein shall be determined by that agreement. All Tax records relating to the Genworth Business will be retained for at least seven (7) years after such records are created. (b) Pursuant All real property taxes (other than real estate Taxes referred to the Transition Services Agreementin Section 1.08), for the time period specified thereinpersonal property taxes and similar ad valorem obligations (other than Transfer Taxes, the GE Parties will provide to Genworth and GNA certain tax consulting, tax compliance, tax related-software, and other tax-related services (the “GE Tax Services”) as set forth in Schedule A of the Transition Services Agreement. Further, for the time period specified in the Transition Services Agreement and as set forth in Schedule B of the Transition Services Agreement, Genworth and GNA will provide to the GE Parties certain tax-related services (the “Genworth Tax Services”). This Agreement incorporates the provisions of the Transition Services Agreement relating to the GE Tax Services and the Genworth Tax Services. Any dispute relating to the performance of the GE Tax Services and the Genworth Tax Services or the fees payable for such services will which shall be governed by Section 8.02(c)) levied with respect to the provisions Purchased Assets for a Straddle Tax Period (collectively, the “Apportioned Obligations”) shall be apportioned between the Sellers and Buyer based on the number of days of such taxable period included in the Transition Services AgreementPre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Sellers shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. (c) Unless there has previously been a Final Determination to the contraryAll excise, neither Genworth nor any of its Affiliates will take any position with respect to Taxes sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer, gains, transaction privilege tax and similar Taxes, levies, charges and fees (including on any Tax Return or collectively, “Transfer Taxes”) incurred in connection with any Tax controversy) for any Taxable Year that is inconsistent with (1) any allocation shown the transfer of the Purchased Assets pursuant to this Agreement shall be borne equally by Buyer on the Final Allocation Schedule, (2) any election made pursuant to Section 8, or (3) the treatment of any payment made pursuant to Section 9 as provided in this Agreement; provided, however, that Genworth will not be required to take any position if (A) Genworth obtains, at its sole cost and expense, an opinion of nationally recognized tax counsel mutually acceptable to Genworth and GE, to the effect that there is no “substantial authority,” within the meaning of Section 6662 of the Code, for such positionone hand, and (B) such opinion is reasonably satisfactory Sellers, on the other hand. Buyer and the Sellers shall cooperate in form providing each other with any appropriate resale exemption certifications and substance to GEother similar documentation. (d) GE Apportioned Obligations and Genworth will promptly Transfer Taxes described in this Section 8.02 shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the other non-paying party drafts of all Tax Returns described in the preceding sentence and a copy statement setting forth the amount of reimbursement to which the paying party is entitled under Section 8.02(b) and Section 8.02(c), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return. The non-paying party shall have the right, at its expense, to review all work papers and procedures used to prepare any such Tax Return. If the non-paying party, within 10 Business Days after delivery of any written communication from or with such Tax Return, notifies the IRS or paying party in writing that it objects to any other Taxing Authority that relates items in any respect such Tax Return, the parties will use their reasonable best efforts, acting in good faith, to resolve such disputed items between themselves. If the treatment parties fail to resolve such disputed items within 5 Business Days, such disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by the Independent Accounting Firm. Upon resolution of all such items, the relevant Tax Return shall be adjusted, if necessary, to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of the Acquisition or any related transaction (including any communication that relates Independent Accounting Firm shall be borne equally by the parties. The non-paying party shall make reimbursement promptly pursuant to this Section 8.02(d) but in no event later than 10 days after the allocation shown on resolution of the Final Allocation Schedule)relevant Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate until paid.

Tax Cooperation. (a) Under Notwithstanding any other provision of this Agreement to the contrary, Purchaser and the Transition Services Agreement, GE and Genworth will Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to any of the Genworth Companies Systems and the Genworth Business Assets (including including, without limitation, access to books and records) as is reasonably necessary for the filing of all Tax Returnsreturns, the making of any election related relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Taxes or Tax ReturnTax. GE Purchaser and Genworth will cooperate Seller shall retain all books and records with each other in the conduct of any audit or other proceeding related respect to Taxes and all other Tax matters relating pertaining to the Genworth Companies and the Genworth Business, and each will execute and deliver such powers Assets for a period of attorney and other documents as are necessary to carry out the intent of this Agreement. The party requesting cooperation under this Section 15 will reimburse the other party for any actual out-of-pocket expenses incurred in furnishing such cooperation, except that the amount of reimbursement for any services governed by the Transition Services Agreement for the time period specified therein shall be determined by that agreement. All Tax records relating to the Genworth Business will be retained for at least seven (7) six years after such records are createdfollowing the Closing Date. (b) Pursuant Based on the best current information available as of the Closing Date, all Property Taxes for the current Tax Year that are or will become due and payable in respect of the Assets shall be prorated between Seller and Purchaser as of the Effective Date. Seller’s prorata share of the Property Taxes shall be calculated as the product of the ratio of months or partial months in the period beginning with the Assessment Date through the Effective Date times the amount of Property Taxes in respect of the Assets. The proration shall be deemed a final settlement of Property Taxes between the Parties. The Purchase Price shall be reduced by the unpaid portion of Seller’s prorata share of Property Taxes. After Closing, Purchaser expressly assumes all obligations and liabilities for all Property Taxes payable by the Seller with respect to the Transition Services Agreement, for the time period specified therein, the GE Parties will provide to Genworth and GNA certain tax consulting, tax compliance, tax related-software, and other tax-related services (the “GE Tax Services”) as set forth in Schedule A of the Transition Services Agreement. Further, for the time period specified in the Transition Services Agreement and as set forth in Schedule B of the Transition Services Agreement, Genworth and GNA will provide to the GE Parties certain tax-related services (the “Genworth Tax Services”). This Agreement incorporates the provisions of the Transition Services Agreement relating to the GE Tax Services and the Genworth Tax Services. Any dispute relating to the performance of the GE Tax Services and the Genworth Tax Services or the fees payable for such services will be governed by the provisions of the Transition Services AgreementAssets. (c) Unless there has previously been All Property Taxes and Sales Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as required by applicable Legal Requirements or as provided herein. The paying Party shall be entitled to reimbursement from the non-paying Party in accordance with Section 11.03(b) or 11.03(e), as the case may be. Upon payment of any such Property Tax or Sales Tax, the paying Party shall present a Final Determination statement to the contrarynon-paying Party setting forth the amount of reimbursement to which the paying Party is entitled under Section 11.03(b) or 11.03(e), neither Genworth nor any of its Affiliates will take any position as the case may be, together with respect to Taxes (including on any Tax Return or in connection with any Tax controversy) for any Taxable Year that is inconsistent with (1) any allocation shown on the Final Allocation Schedule, (2) any election made pursuant to Section 8, or (3) the treatment of any payment made pursuant to Section 9 such supporting evidence as provided in this Agreement; provided, however, that Genworth will not be required to take any position if (A) Genworth obtains, at its sole cost and expense, an opinion of nationally recognized tax counsel mutually acceptable to Genworth and GE, to the effect that there is no “substantial authority,” within the meaning of Section 6662 of the Code, for such position, and (B) such opinion is reasonably satisfactory necessary to calculate the amount to be reimbursed. The non-paying Party shall make such reimbursement promptly but in form and substance to GEno event later than 10 days after the presentation of such statement. (d) GE and Genworth will promptly provide to the other a copy of any written communication from or with the IRS or any other Taxing Authority that relates in any respect to the treatment of the Acquisition or any related transaction (including any communication that relates to the allocation shown on the Final Allocation Schedule).

Tax Cooperation. (a) Under this Agreement Sierra and the Transition Services AgreementSeller, GE on the one hand, and Genworth will furnish the Purchaser (and the Company and the Subsidiaries, after the Closing), on the other hand, shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended Tax Return or cause claim for refund, determining a liability for Taxes or a right to be furnished to each othera refund of Taxes or participating in or conducting any Contest or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, upon request, as promptly as practicable, such information together with accompanying schedules and assistance related work papers and documents relating to rulings or other determinations by Taxing Authorities, but in no event shall any party be required to disclose to any other party any information relating to its operations other than the Genworth Companies Company and the Genworth Business Subsidiaries. Sierra, the Seller and the Purchaser (including access and the Company and the Subsidiaries, after the Closing) shall make their respective employees available on a mutually convenient basis to books provide explanations of any documents or information provided hereunder. Sierra and records) as is reasonably necessary for the filing of Seller, on the one hand, and the Purchaser (and the Company and the Subsidiaries, after the Closing), on the other hand, will retain all Tax Returns, schedules and work papers and all material records or other documents relating to Tax matters ("Tax Books and Records") of the making of any election related to Taxes, the preparation for any audit by any Taxing Authority, Company and the prosecution or defense Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of: (i) the expiration of any claimthe statute of limitations of the taxable periods to which such Tax Books and Records relate, suit or proceeding relating without regard to any Taxes or Tax Return. GE and Genworth will cooperate with each other in the conduct of any audit or other proceeding related to Taxes and all other Tax matters relating extensions except to the Genworth Companies and the Genworth Business, and each will execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Agreement. The party requesting cooperation under this Section 15 will reimburse extent notified by the other party for any actual out-of-pocket expenses incurred party(ies) in furnishing writing of such cooperation, except that the amount of reimbursement for any services governed by the Transition Services Agreement extensions for the time period specified therein shall be determined by that agreement. All respective Tax records relating to the Genworth Business will be retained for at least seven periods or (7ii) six (6) years after such records are created. following the due date (bwithout extension) Pursuant to the Transition Services Agreement, for the time period specified therein, the GE Parties will provide to Genworth and GNA certain tax consulting, tax compliance, tax related-software, and other tax-related services (the “GE Tax Services”) as set forth in Schedule A of the Transition Services Agreement. Further, for the time period specified in the Transition Services Agreement and as set forth in Schedule B of the Transition Services Agreement, Genworth and GNA will provide to the GE Parties certain tax-related services (the “Genworth Tax Services”). This Agreement incorporates the provisions of the Transition Services Agreement relating to the GE Tax Services and the Genworth Tax Services. Any dispute relating to the performance of the GE Tax Services and the Genworth Tax Services or the fees payable for such services will be governed by the provisions of the Transition Services Agreement. (c) Unless there has previously been a Final Determination to the contrary, neither Genworth nor any of its Affiliates will take any position with respect to Taxes (including on any Tax Return or in connection with any Tax controversy) for any Taxable Year that is inconsistent with (1) any allocation shown on the Final Allocation Schedule, (2) any election made pursuant to Section 8, or (3) the treatment of any payment made pursuant to Section 9 as provided in this AgreementReturns; provided, howeverthat after such time, that Genworth will not be required to take and before either Sierra or the Seller, on the one hand, or the Purchaser (and the Company and the Subsidiaries, after the Closing), on the other hand, shall dispose, or cause the disposal, of any position if (A) Genworth obtainsof such Tax Books and Records, at its least ninety (90) calendar days prior written notice to such effect shall be given by the party wishing to dispose of such Tax Books and Records to the other parties, and such other parties shall be given an opportunity, at their respective sole cost and expense, an opinion to remove and retain all or any part of nationally recognized tax counsel mutually acceptable such Tax Books and Records as any such party may select; provided, further, that in no event shall any party be required to Genworth disclose any information relating to its operations other than the Company and GEthe Subsidiaries. Any information obtained under this Section 3.4(c) shall be kept confidential, to except as may be otherwise necessary in connection with the effect that there is no “substantial authority,” within filing of Tax Returns or claims for refund or in conducting any Contest or as otherwise may be required by Applicable Law or the meaning of Section 6662 of the Code, for such position, and (B) such opinion is reasonably satisfactory in form and substance to GE. (d) GE and Genworth will promptly provide to the other a copy rules of any written communication from or with the IRS or any other Taxing Authority that relates in any respect to the treatment of the Acquisition or any related transaction (including any communication that relates to the allocation shown on the Final Allocation Schedule)stock exchange.