Common use of Tax Cooperation Clause in Contracts

Tax Cooperation. The parties hereto will (and will cause their respective Affiliates to) reasonably cooperate, as and to the extent reasonably requested by another party, in connection with Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election with respect to the acquisition of the Company and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; provided, that it is further understood and agreed that neither the Company nor any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such election. The Company, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to the Company or any Company Subsidiary.

Tax Cooperation. The Seller and Buyer shall each, and Buyer shall cause the Company to: (i) cooperate in the preparation of any Tax Returns which any other party is responsible for preparing and filing; (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities; (iii) make available to the other parties hereto will (and will cause their respective Affiliates to) reasonably cooperateto any taxing authority, as reasonably requested on a timely basis, all information, records, and documents relating to Taxes; and (iv) furnish within ten (10) days the other parties with copies of all correspondence or notice of assessments received from any taxing authority in connection with any audit or information request with respect to Taxes for which any other party may be liable. Seller shall have the sole right to represent the interests of the Company in any tax audit or administrative or court proceeding to the extent reasonably requested by another party, in connection with Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything Tax Returns filed by Seller or filed by Buyer to the contrary in this Agreementextent it relates solely to a matter for which Seller has agreed to indemnify Buyer, it is understood and agreed among the parties employ counsel of its choice at its expense, provided that Parent may makeSeller shall keep Buyer reasonably informed on an ongoing basis. Buyer shall cooperate, or and shall cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) to makecooperate, any Section 338(g) Election with Seller, with respect to the acquisition of the Company and the Company Subsidiaries pursuant any Tax audit or administrative or court proceeding referred to in this Agreement as Parent determines in its sole discretion; provided, that it is further understood and agreed that neither the Company nor any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such electionparagraph. The Company, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such Such cooperation shall not require include providing prompt notice of any party to disclose any information subject to applicable privilegesTax deficiency, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, assessment or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect audit relating to the Company or relating to any Company Subsidiaryevent for which another party to this Agreement may be liable and all relevant information that is available to Buyer or the 59 66 Company, as the case may be, with respect to any such audit or proceeding, making personnel available at reasonable times and, including, without limitation, preparation of responses to requests for information on a timely basis, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of Buyer and the Company.

Tax Cooperation. Purchaser and Seller will furnish to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any Tax Proceeding, and the prosecution or defense of any Action relating to any Tax. The parties hereto Party requesting any such information will bear all of the reasonable out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and will cause their respective Affiliates toemployee benefits) reasonably cooperate, as and to the extent reasonably requested by another party, incurred in connection with providing such information. Except with respect to information that is generally available to the public, the Party requesting such information will (a) hold all such information in the strictest confidence, except as required by applicable Law or which must be disclosed in connection with any Tax matters Proceeding or Taxing Authority inquiry, (b) disseminate such information only to its officers, directors, employees and representatives who have been advised of the confidential nature of such information, and only on an as-needed basis, (c) return promptly, upon request of the other Party, all copies of the information received by it and (d) take all steps necessary to cause its officers, directors, employees and representatives to comply with the terms and conditions of this Section 7.03. Purchaser and Seller will retain all books and records with respect to Taxes pertaining to the Purchased Assets for a period of seven years following the Closing. Purchaser and Seller will cooperate with each other in the conduct of any Tax Proceeding involving the Purchased Assets (including, for the avoidance of doubt, DESS) or the Business, including providing the other Party timely written notice of any inquiries or Tax Proceedings by any Taxing Authority relating to Taxes with respect to the Merger and the Spin-Off, including any assistance relating Purchased Assets for which Seller may have an indemnification obligation pursuant to Parent’s acquisition structure and integration planningArticle 11 (a “Tax Claim”). Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election with respect to the acquisition of the Company and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; provided, that it is further understood and agreed that neither the Company nor any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such election. The Company, the Company Subsidiaries and SpinCo Purchaser will not knowingly take have access to any action inconsistent with such electionbooks, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and records, Tax Returns or other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, Seller or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect Affiliates, or any portions thereof, that do not relate primarily to the Company Purchased Assets or any Company Subsidiarythe Business.

Tax Cooperation. The parties hereto will (During the Interim Period, the Company agrees to cooperate with Parent and will cause their respective Affiliates to) provide any factual information requested by Parent that is reasonably cooperatenecessary for Parent to determine the limitations, as if any, on the Company’s tax carryforwards under Sections 382, 383 and 384 of the Code or any similar provision of Law of any other jurisdiction applicable to the extent reasonably requested Company or its Subsidiaries. In furtherance of the foregoing, and without limiting the generality of the foregoing, the Company agrees that, on or before the Closing Date, it will use its commercially reasonable efforts to provide to Parent the following information: (i) any information known to the Company regarding the ownership of the equity of the Company from the time the Company was formed through the Agreement Date (including any capitalization tables, option tables or redemption tables known to the Company with respect to the equity of the Company showing the ownership of Company stock or options, the dates any such stock or options were issued or transferred, and the prices and (if applicable) strike prices at which any such stock or options were issued), (ii) any information known to the Company regarding any relationships between or among the Stockholders, (iii) any valuation-type spreadsheets, memoranda, offering documents, resolutions of the Company Board, or similar materials of the Company that have been prepared by another party, or for the Company in connection with Tax matters relating any stock offerings, option issuances, changes in option pricing or redemptions, if any, and (iv) any written analysis known to the Merger and Company that has been conducted regarding whether there is any limitation on its Tax carryforwards under the Spin-Offforegoing Code sections. Further, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to during the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective TimeInterim Period, the Company and its Subsidiaries, Parent and Merger LLC shall reasonably cooperate, and shall cause their respective affiliates, officers, employees, agents, auditors and other representatives to reasonably cooperate, in preparing and filing all Tax Returns, including providing powers of attorney, maintaining and making available to each other all records necessary in connection with such Tax Returns. Parent agrees to retain (and to cause the Surviving Company Subsidiariesand its Subsidiaries to retain) to make, any Section 338(g) Election after the Effective Time all books and records with respect to the acquisition of Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; provided, that it is further understood and agreed that neither Closing Date until 90 days following the Company nor any expiration of the Company Subsidiaries makes any representations regarding the availability or effectiveness statute of such election. The Companylimitations (and, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent notified by the representation in Section 3.13(kStockholder Representative, any extensions thereof) is breached (as reasonably determined by Parent), prior to and following of the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to the Company or any Company Subsidiaryrespective taxable periods.

Tax Cooperation. The parties hereto will (Sellers and will the Purchaser shall reasonably cooperate, and shall cause their respective Affiliates to) Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, as in preparing and to the extent reasonably requested by another partyfiling all Tax Returns and in resolving all inquiries, in connection with Tax matters relating to the Merger disputes and the Spin-Off, audits (including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company SubsidiariesTax Claim) to make, any Section 338(g) Election with respect to the acquisition Taxes of the Company and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; provided, that it is further understood Acquired Companies for any Pre-Closing Tax Period and agreed that neither the Company nor for any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such electionStraddle Period. The Company, the Company Subsidiaries Such cooperation and SpinCo will not knowingly take any action inconsistent with such election, and assistance shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and include the retention and (upon the other partyParty’s request) the provision (with the right to make copies) of records and information which are reasonably relevant to any such matters; providedinquiry, that such cooperation shall not require audit, dispute, litigation or other Proceeding and making employees available on a mutually convenient basis to execute Tax Returns, provide additional information and explanation of any party material provided hereunder or to disclose testify at any information subject Proceeding. Each Party agrees, and Purchaser agrees to applicable privileges, including cause the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubteach Acquired Company, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have to retain all books and records with respect to Tax matters relating to any Pre-Closing Tax Period or Straddle Period until the expiration of the statute of limitations (and, to the extent notified by the other Party, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records; provided further that, in the event of such notice, if a greater than de minimis effect on Party so requests, the other Party shall, and Purchaser shall cause the Company and each Acquired Company to, allow the other Party to take possession of such books and records. Sellers shall be entitled to retain copies of all Tax Returns filed by the Company Subsidiariesor the Acquired Companies for all Pre-Closing Tax Periods. The Parties further agree to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, its shareholdersreduce or eliminate any Tax that could be imposed (including, or SpinCobut not limited to, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to the transactions contemplated by this Agreement). In the event of a determination for any Pre-Closing Tax Period that the S Election of the Company is invalid or that the status of the Company as an S Corporation is otherwise subject, for any Company Subsidiaryreason, to termination for such Pre-Closing Tax Period, the Parties shall cooperate in seeking approval from the IRS pursuant to Code Sections 1362(b)(5) or 1362(f) to retain the Company’s S Corporation status for any such Pre-Closing Tax Period.

Tax Cooperation. (a) Purchaser and Seller shall furnish to each other, upon request, as promptly as practicable, such information and assistance relating to the Companies, the Business and the Purchased Assets (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any Action relating to any Tax. The parties hereto will party requesting any such information shall bear all of the reasonable out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and will cause their respective Affiliates toemployee benefits) reasonably cooperate, as and to the extent reasonably requested by another party, incurred in connection with Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planningproviding such information. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election Except with respect to information that is generally available to the acquisition public, the party requesting such information shall (a) hold all such information in the strictest confidence, except as required by applicable Law or which must be disclosed in connection with any audit or taxing authority inquiry, (b) disseminate such information only to its Representatives who have been advised of the Company confidential nature of such information, and only on an as-needed basis, and (c) take all steps necessary to cause its officers, directors, employees and Representatives to comply with the Company Subsidiaries pursuant terms and conditions of this Section 7.02. Purchaser and Seller shall retain all books and records with respect to this Agreement Taxes pertaining to the Purchased Assets for a period of seven years following the Closing. At least 45 days prior to destroying or disposing of any such books or records, Purchaser or Seller (as Parent determines applicable) shall notify the other party of such planned destruction or disposition and, if so requested by the other party within 30 days after receiving such notice and at the cost and expense of the other party, shall transfer to the other party any or all of such books and records instead of destroying or disposing of them. Purchaser and Seller shall cooperate with each other in its sole discretion; providedthe conduct of any audit or other proceeding relating to Taxes involving the Companies, that it is further understood and agreed that neither the Company nor Purchased Assets or the Business. Notwithstanding the foregoing, Purchaser shall not have access to any books, records, Tax Returns or other information of Seller not related exclusively to the Companies, the Purchased Assets or the Business. (b) At Seller’s request, Purchaser shall cause any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such election. The Company, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right Companies to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist and/or join with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert Seller (or cause any of its Affiliates to assertAffiliates) in making any Tax election if the application making of Section 7874 with respect to such election does not have an adverse impact on Purchaser or the Company Companies for a Post-Closing Tax Period or any Company SubsidiaryPost-Closing Straddle Period.

Tax Cooperation. The parties hereto will (Purchaser and will cause their respective Affiliates to) reasonably cooperateSeller shall cooperate fully with each other, as and to the extent reasonably requested by another partythe other Party, in connection with the preparation, filing and execution of Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates Returns (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election with respect to the acquisition details of the Proposed Allocation and the Final Allocation), any audit, litigation or other proceeding with respect to Taxes (including with respect to any assets or operations of any member of the Company and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; providedGroup, that it is further understood and agreed that neither the Company nor any regardless whether a Person other than such member of the Company Subsidiaries makes Group owned such assets or conducted such operations in a Pre-Closing Tax Period), any representations regarding financial accounting matters related to Taxes and the availability determination of the Pre-Closing Tax Amount and any other items related to Taxes for purposes of finally determining the Purchase Price under Section 1.04. Such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision of records and information that are reasonably relevant to any such audit, litigation or effectiveness of such election. The Company, the Company Subsidiaries other proceeding during normal business hours and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making employees available (as reasonably available any relevant third-party advisors and employees requested) on a mutually convenient basis to provide explanatory additional information and explanation of any materials provided hereunder. Purchaser and Seller further agree, upon reasonable request, to use their commercially reasonable efforts to (i) obtain any certificate or other information relating document from any Taxing Authority or any other Person or (ii) take any other action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any Party (including with respect to the Merger transactions contemplated by this Agreement). Notwithstanding anything in this agreement to the contrary, in no event will Purchaser or any Affiliate of Purchaser (including, after the Closing, any member of the Company Group) have any rights with respect to (including the preparation thereof) or access to any Tax Return or other Tax information or workpapers of Seller and its Affiliates that do not relate exclusively to the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such mattersCompany Group, including any Consolidated Tax Return; provided, that such cooperation Seller shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make use commercially reasonable efforts to assist (at Purchaser’s cost for any non-de minimis third-party out-of-pocket expenses that Seller incurs outside the ordinary course of business and with Parent planning with a view toward obtaining a step-up in the assets of the Company Purchaser’s written consent; provided, for U.S. and Irish tax purposes. For the avoidance of doubt, if Purchaser withholds its consent then Seller shall not have any obligation to provide information pursuant to this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing proviso that would (i) have a greater than trigger such non-de minimis effect on the Company and the Company Subsidiaries, its shareholders, third-party out of pocket expenses) to provide any information reflected in such Tax Returns or SpinCo, or (ii) would other materials that is reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect relevant to the Company Group and reasonably requested by Purchaser (including, for the avoidance of doubt, information necessary to determine the basis in the stock of or the previously taxed earnings and profits or other Tax attributes of any member of the Company SubsidiaryGroup for U.S. federal income and applicable state and local income Tax purposes).

Tax Cooperation. The (a) Each party hereto will, and will cause its Affiliates to, provide to the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax Return or claim for Tax refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit, examination, claim, adjustment, Action or other proceeding in respect of Taxes. This cooperation and information shall include providing copies of all relevant portions of the relevant Tax Returns, together with such accompanying schedules and work papers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and Tax bases of property, in each case, as are relevant and which such party possesses or controls. Each party will (make itself and will its employees, if any, reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. Purchaser and Seller agree to retain, to cause their respective Affiliates to) reasonably cooperateto retain, as all Tax Returns and to the extent reasonably requested by another party, in connection with Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election related records with respect to the acquisition of Tax matters pertinent to the Company and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; providedaccordance with their respective normal record retention policies, that it is further understood and agreed that neither but in all events until the Company nor any expiration of the Company Subsidiaries makes any representations regarding statute of limitations for the availability or effectiveness of taxable periods to which such election. Tax Returns and records relate. (b) The Company, the Company Subsidiaries parties agree to cooperate and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make use commercially reasonable efforts to assist determine the most efficient purchasing entity, from a legal, tax, and operational perspective so that Purchaser may determine whether it wishes to make an assignment of its rights, interests and obligations pursuant to an in accordance with Parent planning with a view toward obtaining a step-up in Section 11.8. (c) Seller shall cause the assets provisions of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would Tax Sharing Agreement (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, between Seller or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to and the Company or any Company Subsidiary or (ii) between the Company and any Company Subsidiary and any Person who is not the Company or a Company Subsidiary, to be terminated on or before the Closing Date. After the Closing Date, no party shall have any rights or obligations under any such Tax Sharing Agreement.

Tax Cooperation. The parties hereto will (Purchaser and will cause their respective Affiliates to) reasonably cooperateSeller shall cooperate fully with each other, as and to the extent reasonably requested by another partythe other Party, in connection with the preparation, filing and execution of Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates Returns (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election with respect to the acquisition details of the Proposed Allocation and the Final Allocation), any audit, litigation or other proceeding with respect to Taxes (including with respect to any assets or operations of any member of the Company and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; providedGroup, that it is further understood and agreed that neither the Company nor any regardless whether a Person other than such member of the Company Subsidiaries makes Group owned such assets or conducted such operations in a Pre-Closing Tax Period), any representations regarding financial accounting matters related to Taxes and the availability determination of the Pre-Closing Tax Amount and any other items related to Taxes for purposes of finally determining the Purchase Price under Section 1.04. Such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision of records and information that are reasonably relevant to any such audit, litigation or effectiveness of such election. The Company, the Company Subsidiaries other proceeding during normal business hours and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making employees available (as reasonably available any relevant third-party advisors and employees requested) on a mutually convenient basis to provide explanatory additional information and explanation of any materials provided hereunder. Purchaser and Seller further agree, upon reasonable request, to use their commercially reasonable efforts to (i) obtain any certificate or other information relating document from any 51 Taxing Authority or any other Person or (ii) take any other action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any Party (including with respect to the Merger transactions contemplated by this Agreement). Notwithstanding anything in this agreement to the contrary, in no event will Purchaser or any Affiliate of Purchaser (including, after the Closing, any member of the Company Group) have any rights with respect to (including the preparation thereof) or access to any Tax Return or other Tax information or workpapers of Seller and its Affiliates that do not relate exclusively to the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such mattersCompany Group, including any Consolidated Tax Return; provided, that such cooperation Seller shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make use commercially reasonable efforts to assist (at Purchaser’s cost for any non-de minimis third-party out-of-pocket expenses that Seller incurs outside the ordinary course of business and with Parent planning with a view toward obtaining a step-up in the assets of the Company Purchaser’s written consent; provided, for U.S. and Irish tax purposes. For the avoidance of doubt, if Purchaser withholds its consent then Seller shall not have any obligation to provide information pursuant to this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing proviso that would (i) have a greater than trigger such non-de minimis effect on the Company and the Company Subsidiaries, its shareholders, third-party out of pocket expenses) to provide any information reflected in such Tax Returns or SpinCo, or (ii) would other materials that is reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect relevant to the Company Group and reasonably requested by Purchaser (including, for the avoidance of doubt, information necessary to determine the basis in the stock of or the previously taxed earnings and profits or other Tax attributes of any member of the Company SubsidiaryGroup for U.S. federal income and applicable state and local income Tax purposes).

Tax Cooperation. The parties hereto will (and will cause their respective Affiliates toa) reasonably cooperate, as and Xxxxxx has represented to the extent reasonably requested by another partyCompany that he filed an election pursuant to ss.83(b) of the Internal Revenue Code on July 13, 2000 in connection with Tax matters relating his acquisition of the Restricted Shares. The Company filed 1999 federal and state income tax returns claiming a deduction relative to Xxxxxx'x acquisition of the Restricted Shares predicated upon the premise that Xxxxxx'x Section 83(b) election was valid. (b) The Company acknowledges that Xxxxxx became the beneficial owner of the Restricted Shares prior to June 12, 2000. (c) The Company hereby agrees to file amended 1999 federal and state income tax returns in which it adjusts its 1999 taxable income to reflect that it was not entitled to claim a deduction attributable to Xxxxxx'x acquisition of the Restricted Shares. Such amended returns shall contain a disclosure statement to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties effect that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiarieshad understood that Xxxxxx filed a ss.83(b) to make, any Section 338(g) Election election on a timely basis with respect to the acquisition of Restricted Shares, but the Company has now been informed by Xxxxxx that no such timely and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; providedvalid election was filed. Consequently, that it is further understood and agreed that neither the Company nor any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such election. The Company, the Company Subsidiaries and SpinCo will assuming Xxxxxx did not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on file a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s requesttimely ss.83(b) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 election with respect to the Restricted Shares and because the Restricted Shares, upon issuance and throughout the period in which Xxxxxx held the Restricted Shares were non-transferable and subject to a substantial risk of forfeiture, in each case within the meaning of ss.83 of the Internal Revenue Code and the Treasury Regulations thereunder, the Company was not entitled to claim a deduction in 1999 with respect to its issuance of the Restricted Shares. (d) The Company shall file the foregoing amendments to its 1999 tax returns with the appropriate taxing authorities no later than February 28, 2002, and shall promptly furnish Xxxxxx with a certificate from a responsible officer of the Company attesting to that effect. (e) Each party hereto hereby covenants to the other party hereto that it will take no position with any Governmental Authority, including without limitation any taxing authority, and will make no statement in any proceeding involving any such authority, that is inconsistent with the representations and agreements made by the party herein, to the extent permitted by Applicable Law. The Company further agrees that it will not settle or concede any Company Subsidiary.claim regarding the filing or validity of Xxxxxx'x xx.83

Tax Cooperation. The parties hereto will (a) Following the Closing, New SMM, SMM, Z-Axis LLC, and will Z-Axis Principal Stockholders agree to cooperate, and cause their respective Affiliates to) reasonably directors, managers, employees, officers and representatives to cooperate, as with each other and to the extent reasonably requested by another partywith each other's respective agents, including accounting firms and legal counsel, in connection with any proposed adjustment to Taxes relating to Z-Axis, New SMM, Z-Axis LLC, or New SMM's, Z-Axis', or Z-Axis LLC's activities, if such proposed adjustment if made would give rise to any obligation of the other Party (or any of its affiliates) (x) to pay such Tax matters (other than an obligation fully assumed by the Party receiving notice) or (y) to indemnify or reimburse the payor for such Tax, including without limitation any Taxes attributable to the Z-Axis LLC Purchase, (collectively "Applicable Liability"). The Parties shall cooperate with each other and shallmake available to the other all information, records, and documents in their possession relating to the Merger Applicable Liability. The Parties shall make available to each other, as reasonably requested and the Spin-Offavailable, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything access to the contrary personnel responsible for preparing, maintaining and interpreting information, records and documents in connection with Taxes as well as any related Litigation. Any information provided or obtained pursuant to this AgreementSection 7.5(a) shall be kept confidential, it is understood except as may be otherwise necessary in connection with the filing of returns or reports, refund Claims, audits, Tax Claims and agreed among any related Litigation. (b) New SMM and Z-Axis LLC shall provide written notice to the parties that Parent may make, or cause its Affiliates (including other on or before 15 days after the Effective Timelearning of any pending or threatened Tax audit, assessment or proceeding related to New SMM or Z-Axis LLC for whole or partial periods for which a Claim for payment or reimbursement may be made by any of New SMM, the Company SMM Holders, the Principal Stockholders or Z-Axis LLC against any Party. The notice required by the previous sentence shall contain factual information (to the extent known) describing the asserted Liability for Taxes in reasonable detail and shall include copies of any notice or other document received from any Tax Governmental Authority in respect of any such matters. If a Party (the Company Subsidiaries"CLAIMING PARTY") to make, any Section 338(g) Election has knowledge of an asserted Liability for Taxes with respect to a matter for which that Claiming Party may make a Claim against the acquisition of other Party (the Company "DEFENDING PARTY") and the Company Subsidiaries Claiming Party fails to give the Defending Party prompt notice of that asserted Liability for Taxes as required by this Section 7.5(b), and (i) if the Defending Party is not on notice or should not have been on notice for the asserted Liability for Taxes and is precluded by the failure to receive prompt notice from contesting the asserted Liability for Taxes in both the administrative and judicial forums, then the Defending Party shall have no responsibility for any Taxes or penalties arising out of that asserted Liability for Taxes, and (ii) if the Defending Party is not so precluded from contesting, but such failure to receive prompt notice results in a detriment to the Defending Party, then any amount that the Defending Party is otherwise required to pay to the Claiming Party pursuant to this Agreement shall be reduced by the amount of such detriment, provided that the Claiming Party shall nevertheless be entitled to full payment as Parent determines in its sole discretion; providedprovided pursuant to this Agreement to the extent, and only to the extent, that it the Claiming Party can establish that the Defending Party was not prejudiced by such failure. (c) In the event of an audit or dispute with a Governmental Authority over Taxes for which a Party is further understood primarily liable pursuant to this Agreement, that Party will be entitled to control the proceedings related to those Taxes (including action taken to pay, compromise, or settle those Taxes), provided that New SMM, SMM, Z-Axis LLC, the Z-Axis Principal Stockholders and agreed the SMM Holders shall jointly control, in good faith with each other, any proceeding related to a Tax period that neither begins before and ends after the Company nor Execution Date and which New SMM, SMM, Z-Axis LLC and/or the SMM Holders have Liability for pursuant to this Agreement, provided further, however, that New SMM will in any event be entitled to solely control any proceeding that relates to or impacts a consolidated, combined or unitary Tax Return filed in any jurisdiction by SMM and New SMM. Reasonable out-of-pocket expenses with respect to such contest shall be borne by the Parties in proportion to their responsibility for those Taxes. The Party that is not entitled to control any such proceedings shall be afforded a reasonable opportunity to participate in such proceedings at its own expense. (d) Z-Axis LLC, New SMM, and SMM shall have possession of their own and their Subsidiaries', as applicable, Tax records after the Closing. Z-Axis LLC and New SMM shall make available to each other for inspection and copying during normal business hours, in connection with the preparation of Tax returns, audits and any Litigation, all Tax records in their possession relating to Z-Axis LLC and New SMM or their respective activities for a period prior to the Execution Date, Tax periods for which Z-Axis LCC, SMM and New SMM may share Tax Liabilities, and Tax records that are relevant to periods following the Closing. Z-Axis LLC and New SMM shall preserve and keep all such Tax records in their possession until the expiration of any applicable statutes of limitation or extensions thereof and as otherwise required by law, but in any event for a period not less than seven years after the Tax closing date. Notwithstanding the foregoing, any of the Company Subsidiaries makes any representations regarding Parties may dispose of those records provided 90 days advance written notice of the availability intent to dispose is given to other Party. Such notice shall be delivered in accordance with the provisions of Section 18 of this Agreement and shall include a list of the records to be disposed of which shall describe in reasonable detail each file, book or effectiveness of such electionother record accumulation to be disposed. The Companynotified Party shall have the opportunity, the Company Subsidiaries at its cost and SpinCo will not knowingly take expense, to copy or remove, within that 90-day period, all or any action inconsistent with such electionpart of those Tax records. For purposes of this Section 7.5(d) Tax records include, without limitation, journal vouchers, cash vouchers, general ledgers, material contracts, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation of the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to the Company or any Company Subsidiaryrelated records.

Tax Cooperation. (i) The parties hereto will (Parties shall, and will shall cause their respective Affiliates to) reasonably , use commercially reasonable efforts to cooperate, as and to the extent reasonably requested by another partythe other Party, in connection with the filing of Tax matters relating Returns and any audit, litigation or other Legal Proceeding with respect to Taxes (each a “Tax Proceeding”) imposed on or with respect to the Merger and Intended Tax Treatment, the SpinPre-Off, Closing Reorganization (including any assistance relating withholding that may be required in connection therewith), the Acquired Companies or the Excluded Assets. Subject to ParentSection 14.2, such cooperation shall include the retention and (upon the other Party’s acquisition structure request) the provision of records and integration planning. information that are relevant to any such Tax Return or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any Tax materials provided under this Agreement. (ii) Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) shall be entitled to make, control any Section 338(g) Election Tax Proceeding with respect to the acquisition Acquired Companies or any of their Affiliates following the Closing; provided that: (A) to the extent that any such Tax Proceeding could reasonably be expected to result in the Stockholders or RemainCo being obligated to make an indemnification payment with respect to Taxes included in the matters described in Section 11.2(b)(i), (ii), (iv) or (v) (an “Indemnified Tax Contest”) (1) Parent shall notify RemainCo in writing reasonably promptly after receiving written notice from a Taxing Authority of any such Tax Proceeding that indicates such Tax Proceeding is an Indemnified Tax Contest (which notice shall include a copy of the Company relevant portion of any correspondence received from the relevant Taxing Authority), provided that the failure to so notify RemainCo shall not relieve the Stockholders or RemainCo of their obligations hereunder, except to the extent they are actually prejudiced thereby, (2) RemainCo shall be entitled (but not obligated) to control, at RemainCo’s expense, such Indemnified Tax Contest upon reasonably prompt notice to Parent following receipt of Parent’s notice as described in the foregoing clause (1), (3) Parent shall be entitled (but not obligated) to participate, at Parent’s expense, in such Indemnified Tax Contest (including in meetings with any Taxing Authority), (4) RemainCo shall keep Parent reasonably informed regarding the progress and substantive aspects of such Indemnified Tax Contest and (5) RemainCo shall not settle or compromise such Indemnified Tax Contest without Parent’s consent (not to be unreasonably withheld, conditioned or delayed); and (B) to the extent that any Tax Proceeding with respect to the Acquired Companies or any of their Affiliates could reasonably be expected to affect the treatment of the Mergers consistent with the Intended Tax Treatment, to the extent required to be so reported by Parent, the Acquired Companies or any of their Affiliates in accordance with Section 12.1(d)(ii) (a “Reorganization Tax Contest”), (1) Parent shall notify RemainCo in writing reasonably promptly after receiving written notice from a Taxing Authority of any such Tax Proceeding that indicates such Tax Proceeding is a Reorganization Tax Contest (which notice shall include a copy of the relevant portion of any correspondence received from the relevant Taxing Authority), (2) RemainCo shall be entitled (but not obligated) to participate, at RemainCo’s expense, in such Reorganization Tax Contest (including in meetings with any Taxing Authority), (3) Parent shall keep RemainCo reasonably informed regarding the progress and substantive aspects of such Reorganization Tax Contest and (4) Parent shall not settle or compromise such Reorganization Tax Contest without RemainCo’s consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything in this Agreement to the contrary (except for Section 11.3(d)(i)), to the extent the procedures in this Section 12.1(b)(ii) conflict with those in Section 11.3, the procedures in this Section 12.1(b)(ii) shall control. (iii) Following the Closing, Parent shall prepare or cause to be prepared all Tax Returns for the Acquired Companies (x) for Tax periods that include the date(s) on which the Pre-Closing Reorganization is consummated and/or the Closing Date or (y) that include Excluded Liabilities consistent with the past practice of the Acquired Companies, except as otherwise required by applicable Law. Reasonably in advance of (which, in the case of any Tax Returns with respect to income, franchise or similar Taxes, shall be at least thirty (30) days prior to) the due date (including extensions) for any such Tax Return, Parent shall deliver to the Stockholders’ Representative a draft of such Tax Return, together with reasonably detailed supporting documentation and workpapers, for the Stockholders’ Representative’s review and comment. Parent shall revise, or cause to be revised, such Tax Return to take into account any reasonable comments received from the Stockholders’ Representative sufficiently in advance of the due date (including extensions) for filing such Tax Return, so as to allow a reasonable time for Parent to review such comments and make any necessary revisions, and shall timely file, or cause to be filed, such Tax Return (as revised to reflect any such reasonable comments) with the appropriate Taxing Authority and, without limiting Parent’s rights to indemnification under Section 11.2(a) or Section 11.2(b), shall timely pay to the appropriate Taxing Authority all Taxes required to be paid with respect thereto. (iv) RemainCo shall be entitled to all Tax refunds and credits attributable to Taxes included in Excluded Liabilities, the Outstanding Bankruptcy Claim or the subject matter of the litigation, proceedings and other matters described on Schedule 11.2(b)(iv) and the Company Subsidiaries Stockholders shall be entitled to all Tax refunds and credits attributable to the 2023 Tax Amount (including, in each case, any interest received from a Taxing Authority thereon, but net of any reasonable and documented out-of-pocket costs and expenses and any Taxes of Parent (or its Affiliates as of after the Closing), including the Acquired Companies, incurred in connection with obtaining such refund or credit) to the extent that such Taxes are effectively borne by RemainCo (or its Affiliates as of the Closing) or the Stockholders (including, for the avoidance of doubt, as a result of any reduction in the Revised Closing Adjusted Merger Consideration or Final Closing Adjusted Merger Consideration, as applicable, or the principal amount of the Deferred Cash Consideration Note), and excluding, in each case, refunds or credits to the extent such refunds or credits: (x) are taken into account (or result from Tax assets that are taken into account) in the final determination of the Revised Closing Adjusted Merger Consideration or Final Closing Adjusted Merger Consideration, as applicable; (y) result from the carryback of any Tax attribute or payment of Taxes (including estimated Taxes) in respect of the Acquired Companies that does not relate to the Excluded Assets or Taxes included in Excluded Liabilities, the Outstanding Bankruptcy Claim or the subject matter of the litigation, proceedings and other matters described on Schedule 11.2(b)(iv); or (z) are required to be paid to a third-party pursuant to the RWI Policy or any Contract to which any of the Acquired Companies is a party and that is in place as of the Closing. If Parent or any of its Affiliates receives a refund or credit to which RemainCo or the Stockholders are entitled pursuant to this Agreement as Parent determines Section 12.1(b)(iv), (A) if the Deferred Cash Consideration Note remains outstanding at such time, then any amount to which RemainCo or the Stockholders are entitled pursuant to this Section 12.1(b)(iv) shall be paid and satisfied by an increase in its sole discretion; provided, that it is further understood and agreed that neither the Company nor any principal amount then outstanding of the Company Subsidiaries makes Deferred Cash Consideration Note equal to such amount to which RemainCo or the Stockholders are entitled, which increase shall be effected in accordance with Section 3.3(c) of the Deferred Cash Consideration Note, or (B) otherwise, such amount shall be paid in cash to RemainCo or the Stockholders’ Representative, as applicable, within 15 days after such refund is received or such credit is used to reduce cash Taxes otherwise payable by Parent or its Affiliates. Notwithstanding the foregoing, to the extent any representations regarding such refunds or credits are subsequently disallowed by the availability or effectiveness applicable Taxing Authority, (x) if the Deferred Cash Consideration Note remains outstanding at such time, then the principal amount then outstanding of the Deferred Cash Consideration Note shall be decreased by an amount equal to the amount by which the principal amount of the Deferred Cash Consideration Note was previously increased in respect of such electionrefunds or credits, together with any interest or other additional amounts imposed by such Taxing Authority with respect to such disallowance, or (y) otherwise, RemainCo shall promptly repay the amount received in respect of such refunds or credits, together with any interest or other additional amounts imposed by such Taxing Authority with respect to such disallowance, to Parent. The Company, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such electionParent shall, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; providedcause its Affiliates to, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make use commercially reasonable efforts to assist cooperate with Parent planning RemainCo or the Stockholders’ Representative, as applicable, to obtain any refunds or credits with a view toward obtaining a step-up in respect to any Excluded Liabilities, the assets Outstanding Bankruptcy Claim, the subject matter of the Company for U.S. litigation, proceedings and Irish tax purposes. other matters described on Schedule 11.2(b)(iv) or the 2023 Tax Amount (and request a refund in lieu of a credit to the extent permitted by applicable Law). (v) For the avoidance of doubt, the Parties agree that nothing in this Agreement shall limit the provisions of Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation 5.5 of the Merger. Except to Contribution and Distribution Agreement regarding the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any making of its Affiliates to assert) the application of Section 7874 with respect to the Company or any Company Subsidiarya U.S. Tax Election.

Tax Cooperation. The parties hereto will (and will cause their respective Affiliates to) reasonably cooperateParties shall cooperate fully, as and to the extent reasonably requested by another partythe other Party, in connection with the filing of Tax matters Returns and any audit, litigation or other proceeding with respect to Taxes relating to the Merger Business or the Purchased Assets. Purchaser, on the one hand, and Seller, on the Spin-Offother hand, including any will furnish to each other, upon request, as promptly as practicable, such information and assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among Business or the parties that Parent may make, or cause its Affiliates Purchased Assets (including on or after access to books and records) as is reasonably necessary for the Effective Timefiling of all Tax Returns, the Company making of any election relating to Taxes, the preparation for any audit by any Taxing Authority and the Company Subsidiariesprosecution or defense of any Action relating to any Tax. The Party requesting any such information pursuant to this Section 6.02 will bear all of the reasonable out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and employee benefits) to make, any Section 338(g) Election reasonably incurred in connection with providing such information. Except with respect to information that is generally available to the acquisition of public, the Company and the Company Subsidiaries Party requesting such information pursuant to this Agreement Section 6.02 will (a) hold all such information in the strictest confidence, except as Parent determines required by Applicable Law or which must be disclosed in connection with any audit or Taxing Authority inquiry, (b) disseminate such information only to its sole discretion; provided, that it is further understood and agreed that neither the Company nor any Representatives who have been advised of the Company Subsidiaries makes any representations regarding the availability or effectiveness confidential nature of such election. The Company, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such electioninformation, and shall take reasonable steps in making reasonably available only on an as-needed basis, (c) return any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; providedoriginal documents promptly, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would after (i) have a greater than de minimis effect on the Company filing of such Tax Returns, the making of such election or the conclusion of such audit or Action and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation upon request of the Mergerother Party, destroy all copies of the information received by it, and (d) take all steps necessary to cause its Representatives to comply with the terms and conditions of this Section 6.02. Except Seller shall retain all books and records relating to Taxes pertaining to the Purchased Assets to the extent such books and records do not constitute Purchased Assets to the representation extent required to comply with Applicable Law or, if longer, pursuant to internal compliance procedures or retention policies, including until the expiration of the applicable statute of limitations in Section 3.13(krespect of any Taxes (giving effect to any extensions) is breached and shall offer to deliver such books and records to Purchaser before destroying any of them (as reasonably determined by Parent), prior to and following the Closing, Parent provided that Seller shall not assert (or cause be required to offer to deliver to Purchaser any of its Affiliates to assert) the application of Section 7874 with respect such books and records that do not relate exclusively to the Company or any Company SubsidiaryPurchased Assets).

Tax Cooperation. (a) Purchaser and Seller will furnish to each other, upon request, as promptly as practicable, such information and assistance relating to Seller, either Parent, the Company or any of their respective Subsidiaries (including access to books and records) as is reasonably necessary for the filing of all Tax Returns and claims for refund of Taxes, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority and the prosecution or defense of any Action relating to any Tax, in each case in respect of the Company or its Subsidiaries. The parties hereto Party requesting any such information will bear all of the reasonable out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such information. Except with respect to information that is generally available to the public, the Party requesting such information will (i) hold all such information in the strictest confidence, except as required by applicable Law or which must be disclosed in connection with any audit or Taxing Authority inquiry, (ii) disseminate such information only to its Representatives who have been advised of the confidential nature of such information, and only on an as-needed basis, (iii) return any original documents promptly, after (A) the filing of such Tax Return or claim for refund, the making of such election, or the conclusion of such audit or Action and (B) upon request of the other Party, all copies of the information received by it, and (iv) take all steps necessary to cause its officers, directors, employees and Representatives to comply with the terms and conditions of this Section 8.02. Purchaser and Seller will retain all books and records with respect to Taxes pertaining to the Company or any of its Subsidiaries for a period of six (6) years following the Closing or, if longer, until the statute of limitations has run on any Pre-Closing Tax Period or Straddle Period. Subject to Section 8.04, Purchaser and Seller will cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving Seller, the Company or any of their respective Subsidiaries. (b) At Seller’s reasonable request, Purchaser will cause their respective Affiliates tothe Company and/or any of its Subsidiaries to make and/or join with Seller (or any of its Affiliates) in making any election if the making of such election could not reasonably cooperatebe expected to have any adverse impact on Purchaser, any Affiliate of Purchaser, the Company or any of its Subsidiaries. (c) Purchaser and Seller shall cooperate as and provided in this Section 8.02(c) to determine (in accordance with all applicable Treasury Regulations promulgated under Section 1060 of the Code) the allocation of the Purchase Price and, to the extent reasonably requested by another partyincluded in the amount realized for federal income tax purposes, in connection with Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election with respect to the acquisition liabilities of the Company and (including liabilities of any Subsidiary that are disregarded as separate from the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; provided, that it is further understood and agreed that neither the Company nor any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such election. The Company, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; provided, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in among the assets of the Company for U.S. (including the assets of such Subsidiaries) (the “Allocation”). No later than the Closing Date or as soon thereafter as practicable, Purchaser and Irish tax purposesSeller shall agree on a preliminary Allocation. For Thereafter, as soon as practicable after the avoidance determination of doubtthe final Closing Statement, this Section 6.9 will not require Purchaser and Seller shall mutually adjust such allocation solely to the extent necessary to reflect differences between the Company’s assets and liabilities as of the Closing Date and those taken into account in determining the preliminary Allocation. Except as required by Law, neither Purchaser nor Seller shall take, nor shall they permit any Affiliate (including the Company and its Subsidiaries) to take take, any actions position for income Tax purposes that are effective prior to is inconsistent with the Closing Allocation as finally determined hereunder; provided, however, that would (i) have a greater than de minimis effect on the Company basis of the Company’s assets to Purchaser shall differ from the total amount allocated to the extent necessary to reflect Purchaser’s capitalized transaction costs not included in the Allocation, and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation amount realized by Seller on the sale of the MergerPartnership Interests may differ from the Allocation to reflect transaction costs that reduce Seller’s amount realized for federal income tax purposes. (d) None of Purchaser or its Affiliates shall make an election under Section 338 of the Code (or similar election) regarding the transactions contemplated by this Agreement. (e) Purchaser or Seller, as required by applicable Law, (the “Preparing Party”) will timely file all Tax Returns with respect to all excise, sales, use, value added, registration, stamp, recording, documentary, conveyancing, transfer, transaction privilege and similar Taxes, levies, charges and fees incurred in connection with the transactions contemplated by this Agreement (collectively, the “Transfer Taxes”), and all such Transfer Taxes (and all out-of-pocket costs for preparation of such Tax Returns) shall be borne equally by Purchaser and Seller, whether or not reflected on a Tax Return. Except Within ten (10) days prior to payment of such Transfer Taxes being due, the Preparing Party will provide the other Party with copies of such Tax Returns, and the other Party will pay to Preparing Party within seven (7) days thereof fifty percent (50%) of the amount of such Transfer Taxes. Purchaser and Seller will reasonably cooperate to reduce or eliminate Transfer Taxes to the extent the representation in Section 3.13(k) is breached (as reasonably determined permitted by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to the Company or any Company Subsidiaryapplicable Law.

Tax Cooperation. The parties hereto will (a) Buyer and will O-I shall, and shall each cause their respective its Subsidiaries and Controlled Affiliates to) reasonably cooperate, provide to the other Party such cooperation and information (including access to Books and Records), as and to the extent reasonably requested by another partyrequested, in connection with the filing of any Return, amended Return or claim for refund, determining liability for Taxes or a right to refund of Taxes, or in conducting any audit, litigation or other proceeding with respect to Taxes, and Seller will reasonably cooperate with Buyer in Buyer's understanding of the nature and magnitude of any Tax matters relating liabilities incurred in connection with the Corporate Restructuring. (b) Prior to the Merger Closing Date, Seller shall develop a plan (the "Plan") to and shall cause the Spintransfer of the ownership interests of Continental PET Holdings PTY, Ltd. to an Affiliate of Seller (other than the Company or any of its Subsidiaries) (the "Australian Restructuring"). Prior to execution of the Plan, Seller shall provide the Plan to Buyer. To the extent that the Plan is different from the steps set forth in Section 7.4(b) of the O-OffI Disclosure Schedule, including any assistance relating Buyer shall have the right to Parent’s acquisition structure review and integration planningapprove the Plan which approval shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among Seller shall be responsible for all Losses (whether related to Taxes or otherwise) resulting from or attributable to the parties that Parent may makeAustralian Restructuring. Seller shall have the right, but not the obligation, to cause the transfer of the ownership interests of OI Australia Inc., ACI America Holdings, Continental PET Technologies Inc. and/or ACI Ventures to Seller or cause its any of Seller's Affiliates (including on or after in order to achieve the Effective TimeAustralian Restructuring. To the extent necessary as a result of the Australian Restructuring, Buyer shall have the Company right to separately purchase the stock of any of the foregoing entities and the Company SubsidiariesParties shall agree as to the amount of the Purchase Price to be allocated to such purchase. (c) to make, any Without limiting the generality of the foregoing and except as provided in Section 338(g7.4 (b) Election with respect to the acquisition of Australian Restructuring, Seller and Buyer shall reasonably cooperate with each other during the Company period between the date hereof and the Company Subsidiaries pursuant Closing Date with respect to this Agreement as Parent determines in its sole discretionTax planning relating to intercompany debt, foreign subsidiary structuring, mutually acceptable changes to the Corporate Restructuring, and other similar planning; provided, that it is further understood and agreed that neither the Company nor any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such election. The Company, the Company Subsidiaries and SpinCo will not knowingly take any action inconsistent with such election, and shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information relevant to such matters; providedhowever, that such cooperation shall not require any party to disclose any information subject to applicable privileges, including the attorney-client privilege. The Company and Company Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company none of Seller, any O-I Party or Buyer, as applicable, shall be required to take any actions action under this Section 7.4(c) if Seller reasonably believes that are effective prior such action could cause Seller to incur material incremental Taxes in any Pre-Closing Period or could otherwise cause Seller or Buyer, as applicable, to incur material incremental costs or expenses. (d) Until the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiaries, its shareholders, or SpinCo, or (ii) would reasonably be expected to prevent or delay the consummation expiration of the Merger. Except to the extent the representation in Section 3.13(kapplicable statute of limitations (taking into account all extensions thereof) is breached (as reasonably determined by Parent), prior to and following the Closing, Parent shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to any Returns filed or required to be filed covering all Pre-Closing Periods (as defined below), Seller or its Affiliates shall retain all Tax work papers and related materials in its possession and under its control that were used in the Company or preparation of any Company SubsidiaryReturns. Seller will notify Buyer 60 days prior to disposing of any Tax records relating to Pre-Closing Periods and will deliver to Buyer any such records requested by Buyer.

Tax Cooperation. The parties hereto will (a) Parent, the Company, the Surviving Corporation and will cause their respective Affiliates to) reasonably cooperateSubsidiaries, on the one hand, and the Designated Equity Holders and the Shareholders’ Representative, on the other hand, shall cooperate fully, as and to the extent reasonably requested by another the other party, in connection with the filing of Tax matters relating to the Merger and the Spin-Off, including any assistance relating to Parent’s acquisition structure and integration planning. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed among the parties that Parent may make, or cause its Affiliates (including on or after the Effective Time, the Company and the Company Subsidiaries) to make, any Section 338(g) Election Returns with respect to the acquisition of the Company and the Company Subsidiaries pursuant to this Agreement as Parent determines in its sole discretion; provided, that it is further understood and agreed that neither the Company nor any of the Company Subsidiaries makes any representations regarding the availability or effectiveness of such election. The Company, the Company Surviving Corporation and their respective Subsidiaries and SpinCo will not knowingly take any action inconsistent audit, litigation or other proceeding with such election, and respect to Taxes. Such cooperation shall take reasonable steps in making reasonably available any relevant third-party advisors and employees on a mutually convenient basis to provide explanatory and other information relating to the Merger and include the retention and (upon the other party’s request) the provision (with the right to make copies) of records and information that are reasonably relevant to any such matters; providedaudit, that litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company, the Surviving Corporation and their respective Subsidiaries and the Shareholders’ Representative, on behalf of the Designated Equity Holders, agree (1) to retain all books and records with respect to Tax matters pertinent to the Company, the Surviving Corporation and their respective Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or the Shareholders’ Representative, any extension thereof) of the respective taxable periods and to abide by all record retention agreements entered into with any taxing authority and (2) to give the other party reasonable written notice prior to transferring, destroying or discarding any such cooperation books and records, and, if the other party so requests, the Company, the Surviving Corporation and their respective Subsidiaries or the Designated Equity Holders and the Shareholders’ Representative, as the case may be, shall not require any allow the other party to disclose take possession of such books and records. (b) Parent and the Shareholders’ Representative further agree, upon request, to use reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed. (c) Prior to the Closing Date, the Company shall timely prepare and file, or cause its Subsidiaries to timely prepare and file, all Tax Returns in respect of the Company and its Subsidiaries required to be filed with taxing authorities before the Closing Date in a manner consistent with past practices. The Company shall provide Parent with a copy of a substantially final draft of each such Tax Return (and such additional information subject regarding such Tax Return as may reasonably be requested by Parent) for its review and comment at least thirty (30) days prior to applicable privilegesthe filing of such Tax Return and shall reasonably consider Parent’s reasonable comments with respect to such Tax Returns. The Company shall timely pay to the relevant taxing authority all Taxes due in connection with any such Tax Returns. From and after the Closing Date, the Surviving Corporation shall timely prepare and file, or cause its Subsidiaries to timely prepare and file, all Tax Returns in respect of the Company, the Surviving Corporation and their respective Subsidiaries not required to be filed with taxing authorities before the Closing Date, including such Tax Returns attributable to taxable periods ending after December 31, 2010 (the attorney-client privilege“Post-2010 Tax Period”). The Surviving Corporation shall provide, or cause its Subsidiaries to provide, the Shareholders’ Representative with a copy of a substantially final draft of each Straddle Period Tax Return (and such additional information regarding such Straddle Period Tax Return as may reasonably be requested by the Equity Holders) for their review and comment at least thirty (30) days prior to the filing of such Tax Return and shall consider in good faith the Shareholders’ Representative’s reasonable comments with respect to such Tax Returns. The Company and Company the Surviving Corporation shall timely pay, or cause their respective Subsidiaries to timely pay, to the relevant taxing authority all Taxes due in connection with any such Tax Returns. (d) Parent, the Company, the Surviving Corporation and their respective Subsidiaries shall also make reasonable efforts to assist with Parent planning with a view toward obtaining a step-up in the assets of the Company for U.S. and Irish tax purposes. For the avoidance of doubt, this Section 6.9 will not require the Company to take any actions that are effective prior to the Closing that would (i) have a greater than de minimis effect on the Company and the Company Subsidiariesamend any Tax Return, its shareholders, or SpinCo, or (ii) would consent to the waiver or extension of the statute of limitations relating to Taxes of the Company, the Surviving Corporation or any of their respective Subsidiaries, (iii) take any Tax position on any Tax Return or (iv) compromise or settle any Tax liability, in each case if such action could reasonably be expected to prevent or delay have the consummation effect of increasing any Tax Losses, in each case without the Merger. Except to the extent the representation in Section 3.13(k) is breached (as reasonably determined by Parent)Shareholders’ Representative’s written consent, prior to and following the Closing, Parent which shall not assert (or cause any of its Affiliates to assert) the application of Section 7874 with respect to the Company or any Company Subsidiaryunreasonably be withheld.