Common use of Tax-Free Qualification Clause in Contracts

Tax-Free Qualification. (a) Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede (A) the Mergers, taken together from being treated as an “exchange” described in Section 351(a) of the Code and (B) the Trident Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun shall use its reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Sun shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Surviving Corporation and the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

Tax-Free Qualification. (a) Each of TridentRovi, Parent and the Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Rovi Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit CSection 6.2(d). Each of TridentRovi, Parent and the Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.165.18) that would prevent or impede (A) the Mergers, taken together from being treated as an “exchange” described in Section 351(a) of the Code and (B) the Trident Rovi Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun TiVo shall use its respective reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit CSection 6.3(d). Sun TiVo shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.165.18) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties Parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Rovi Surviving Corporation and the Sun TiVo Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

Tax-Free Qualification. (a) Each of Trident, the Company and Parent and Merger Subs shall use its respective reasonable best efforts to, to and to cause each of their its respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Merger Reorganization to qualify as a “"reorganization” " within the meaning of Section 368(a) of the Code and (iiiii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede (A) an opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to the MergersCompany, taken together from being or other counsel reasonably acceptable to the Company, dated the Closing Date, to the effect that the Reorganization will be treated for Federal income tax purposes as an “exchange” described in a reorganization within the meaning of Section 351(a368(a) of the Code Code, and that each of Parent, Merger Subsidiary, Successor Subsidiary and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such opinion, such counsel shall be entitled to rely on tax representation letters delivered to it by the Company, Merger Subsidiary and Parent containing customary representations with respect to such matters and (B) an opinion of Xxxxx Xxxx LLP, counsel to Parent, dated the Trident Merger from qualifying Closing Date, or other counsel reasonably acceptable to Parent, to the effect that the Reorganization will be treated for Federal income tax purposes as a “"reorganization” " within the meaning of Section 368(a) of the Code, and that each of Parent, Merger Subsidiary, Successor Subsidiary and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such opinion, such counsel shall be entitled to rely on tax representation letters delivered to it by the Company and Parent containing customary representations with respect to such matters, including the execution and delivery of the tax representation letters referred to therein. (b) If the opinions of Xxxxx Xxxx LLP and Xxxxxxxx & Xxxxxxxx LLP have been obtained, each of the Company and Parent shall report the Reorganization for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code. (b) Sun shall use its reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Sun shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Surviving Corporation and the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

Tax-Free Qualification. (a) Each of TridentnCino, Parent and the Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective Subsidiaries to, (i) cause the Mergers (and, if applicable, the Upstream Mergers), taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident nCino Merger (and, if applicable, each of the Upstream Mergers) to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit CSection 9.2(f). Each of TridentnCino, Parent and the Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.167.9) that would prevent or impede (A) the Mergers (and, if applicable, the Upstream Mergers), taken together from being treated as an “exchange” described in Section 351(a) of the Code and (B) the Trident nCino Merger (and, if applicable, each of the Upstream Mergers) from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. The Parties hereby: (i) adopt this Agreement insofar as it relates to the nCino Merger (and, if applicable, each of the Upstream Mergers) as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury regulations, and (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury regulations. (b) Sun The Company shall use its respective reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers (and, if applicable, the Upstream Mergers), taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit CSection 9.3(e). Sun The Company shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.167.9) that would prevent or impede the Mergers (and, if applicable, the Upstream Mergers), taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties Parties shall report the Mergers (and, if applicable, the Upstream Mergers) for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident nCino Surviving Corporation and the Sun SimpleNexus Surviving CorporationCompany, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

Tax-Free Qualification. (a) Each of TridentMars, Parent Holdco and the Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” a transaction described in Section 351(a) 351 of the Code, (ii) cause the Trident Mars Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C)Section 6.3(d) . Each of TridentMars, Parent Holdco and the Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.165.18) that would prevent or impede (Ai) the Mergers, taken together together. from being treated as an “exchange” a transaction described in Section 351(a) 351 of the Code and (Bii) the Trident Mars Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun Galaxy shall use its respective reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” a transaction described in Section 351(a) 351 of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C)Section 6.2(d) . Sun Each of Galaxy shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.165.18) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” a transaction described in Section 351(a) 351 of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties hereto shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” a transaction within the meaning of Section 351(a) 351 of the Code. Parent will . (and d) Promptly following the Closing will cause Closing, if the Trident Surviving Corporation and conditions set forth in Section 6.2(d) has been satisfied, Holdco shall file the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.opinion described in Sections 6.2

Tax-Free Qualification. (a) Each of TridentMars, Parent Holdco and the Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” a transaction described in Section 351(a) 351 of the Code, (ii) cause the Trident Mars Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit CSection 6.3(d). Each of TridentMars, Parent Holdco and the Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.165.18) that would prevent or impede (Ai) the Mergers, taken together together. from being treated as an “exchange” a transaction described in Section 351(a) 351 of the Code and (Bii) the Trident Mars Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun Galaxy shall use its respective reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” a transaction described in Section 351(a) 351 of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit CSection 6.2(d). Sun Each of Galaxy shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.165.18) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” a transaction described in Section 351(a) 351 of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties hereto shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” a transaction within the meaning of Section 351(a) 351 of the Code. Parent will . (and d) Promptly following the Closing will cause Closing, if the Trident Surviving Corporation and conditions set forth in Section 6.2(d) has been satisfied, Holdco shall file the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.opinion described in Sections 6.2

Tax-Free Qualification. (a) Each of Trident, the Company and Parent and Merger Subs shall use its respective reasonable best efforts to, to and to cause each of their its respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Merger Reorganization to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iiiii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede (A) an opinion of Xxxxxxxx & Xxxxxxxx LLP, counsel to the MergersCompany, taken together from being or other counsel reasonably acceptable to the Company, dated the Closing Date, to the effect that the Reorganization will be treated for Federal income tax purposes as an “exchange” described in a reorganization within the meaning of Section 351(a368(a) of the Code Code, and that each of Parent, Merger Subsidiary, Successor Subsidiary and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such opinion, such counsel shall be entitled to rely on tax representation letters delivered to it by the Company, Merger Subsidiary and Parent containing customary representations with respect to such matters and (B) an opinion of Xxxxx Xxxx LLP, counsel to Parent, dated the Trident Closing Date, or other counsel reasonably acceptable to Parent, to the effect that the Reorganization will be treated for Federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code, and that each of Parent, Merger from qualifying Subsidiary, Successor Subsidiary and the Company will be a party to that reorganization within the meaning of Section 368(b) of the Code; it being understood that in rendering such opinion, such counsel shall be entitled to rely on tax representation letters delivered to it by the Company and Parent containing customary representations with respect to such matters, including the execution and delivery of the tax representation letters referred to therein. (b) If the opinions of Xxxxx Xxxx LLP and Xxxxxxxx & Xxxxxxxx LLP have been obtained, each of the Company and Parent shall report the Reorganization for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun shall use its reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Sun shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Surviving Corporation and the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.