Common use of Tax Matters; Cooperation; Preparation of Returns; Tax Elections Clause in Contracts

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Parties, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the Closing. The Company shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer shall provide the Seller Parties with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company shall prepare, or cause to be prepared, all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the Closing Date. The Company shall, or shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. (c) The Seller Parties, shall, or shall cause relevant equity holders of the Group Companies to, pay all transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related agree to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Partieseach other, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the ClosingReturn. The Company Seller Parties shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company shall prepare, or cause to be prepared, all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the First Closing Date. The Company shall, or Seller Parties shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. The Buyer shall prepare, or cause to be prepared, all other Tax Returns in respect of the Group Companies, including for any taxable year ending on or after the First Closing Date which begins before the First Closing Date (a "Straddle Period"). (c) The Seller Parties, shall, or Parties shall cause relevant equity holders of the Group Companies to, pay all transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns Company and the making of any election related Management Shareholders agree to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Partieseach other, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for any taxable year ending on or before the periods prior to the ClosingFirst Closing Date. The Company shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company and the Management Shareholders shall prepare, or cause to be prepared, and file all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the First Closing Date. The Company shall, or shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. The Buyer shall prepare, or cause to be prepared, all other Tax Returns in respect of the Group Companies, including for any taxable year ending on or after the First Closing Date which begins before the First Closing Date (a “Straddle Period”) and Buyer shall permit the Management Shareholders to review and comment on any Tax Returns for any Straddle Period prior to filing and make revisions as are reasonably requested by the Management Shareholders to the extent such revisions are in accordance with past practice and applicable law. (c) The Seller Parties, shall, or Selling Shareholders shall cause relevant equity holders of the Group Companies to, pay all transfer, documentary, sales, use, registration and other such transfer Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related Seller's Shareholder agree to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Parties, upon requesteach other, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the ClosingReturn. The Company Seller shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof)limitations. At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company shall prepare, or cause to be prepared, all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the First Closing Date. The Company shall, or Seller shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. (c) The Seller Parties, shall, or shall cause relevant equity holders of the Group Companies to, shall pay all transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns Buyers and the making of any election related Sellers agree to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Partieseach other, upon request, as promptly as practicable, such information and assistance relating to any of the Dresser-Rand Group Companies (including including, without limitation, access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior Return; provided, however, that if such requested information is contained within a document containing any unrelated information, only portions pertaining to the Closingsuch relevant information shall be furnished. The Company Buyers and the Sellers shall retain all books and records with respect to Taxes pertaining to the Dresser-Rand Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by BuyerSellers or Buyers, any extensions thereof). At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten thirty (30) days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company Sellers shall prepare, or cause to be prepared, all Tax Returns in respect of any each member of the Dresser-Rand Group Companies (including any affiliated, consolidated, combined or unitary Tax Returns) in a manner consistent with past practices (unless required to do otherwise in accordance with applicable law) for any taxable year period ending on or before the Closing Date. The Company shall, or Sellers shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax ReturnsReturn; provided, however, that Buyers shall pay to Sellers any non-income Taxes reflected thereon to the extent such Taxes are reflected as a liability in the calculation of the Final Net Working Capital Amount. (c) The Seller Parties, shallBuyers shall prepare, or shall cause relevant equity holders to be prepared, all Tax Returns in respect of each member of the Dresser-Rand Group Companies tofor any taxable period ending after the Closing Date which began before the Closing Date (a "Straddle Period") in a manner consistent with past practices (unless required to do otherwise in accordance with applicable law) and on the basis that the relevant taxable period ended as of the close of business on the Closing Date (unless the relevant Taxing Authority will not accept a Tax Return filed on that basis). The Buyers shall provide IR 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 IR) for its review and comment (i) at least fifteen (15) days prior to the filing of such Tax Return or (ii) in the case of a Tax Return that is required to be filed within twenty (20) days of the Closing Date, the Buyers shall use their reasonable best efforts to afford the Sellers a reasonable opportunity to review such Straddle Period Tax Return prior to filing such Tax Return. The Buyers shall pay all transferthe amount shown to be due on any such Tax Returns. In advance of the filing of such Tax Returns, documentary, sales, use, registration and other the Sellers shall pay to the Buyers their share of any such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred determined in connection accordance with the transfer of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and therebySection 6.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Parties, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the Closing. The Company shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer shall provide the Seller Parties with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records.. 40 <PAGE> (b) The Company shall prepare, or cause to be prepared, all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the Closing Date. The Company shall, or shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. (c) The Seller Parties, shall, or shall cause relevant equity holders of the Group Companies to, pay all transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary 6.5.1 Delphi will be responsible for the preparation and filing of all Tax Returns and the making of any election related to Taxes for the Business for all periods ending on or prior to the Closing Date, including amended returns, applications for loss carryback refunds and (ii) furnish or cause applications for estimated tax refunds. Delphi will make all payments required with respect to any such Tax Return, except as may be furnished prohibited by the Bankruptcy Code. 6.5.2 Buyers will be responsible for the preparation and filing of all Tax Returns for the Business for all periods beginning after the Closing Date, including amended returns, applications for loss carryback refunds and applications for estimated tax refunds. Buyer Parent will make all payments required with respect to any such Tax Return. 6.5.3 Buyer shall prepare and file all Tax Returns relating to property Taxes levied with respect to the Acquired Assets (“Property Taxes”) for any taxable period that begins before the Closing Date and ends after the Closing Date (each such taxable period, a “Straddle Period”), whether imposed or assessed before or after the Closing Date other than Straddle Period Tax Returns that Seller Partiesis required to file by applicable law. Seller shall be liable for and shall indemnify Buyer, upon requestits Affiliates and each of their respective officers, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and recordsdirectors, employees, contractors stockholders, agents and representatives) as is reasonably necessary representatives against all liability for the periods entire amount of Property Taxes levied for the Straddle Period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period. Buyer shall be liable for and shall indemnify Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against all liability for the entire amount of Property Taxes levied for the Straddle Period multiplied by a fraction the numerator of which is the number of days in the Tax period beginning on the day following the Closing Date and the denominator of which is the number of days in the entire Tax period. Any credits relating to a Straddle Period shall be applied to the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner that does not accelerate deductions or defer income. With respect to any such Straddle Period returns or filings, the non-filing party shall pay to the filing party, not later than five (5) Business Days before the due date for payment of such Property Taxes levied for the Straddle Period, provided that the non-filing Party has received notice of the allocation at least ten (10) Business Days prior to the Closing due date for payment under this Section 6.5.3, an amount equal to the portion of such Property Taxes levied for the preparation Straddle Period for any audit by any Taxing Authoritywhich the non-filing party is liable under this Section 6.5.3, and the prosecution filing party shall, promptly following the filing thereof, provide the non-filing party with a copy of such return or defense other filing and a copy of a receipt showing payment of any claim, suit or proceeding relating to any Tax Return such Property Taxes levied for the periods Straddle Period. If notice of the allocation is not provided to the non-filing party at least fifteen (15) Business Days prior to the due date for payment under this Section 6.5.3, the non-filing party shall pay fifteen (15) days after receipt of notice, but shall have no liability if the payment is not made at least five (5) Business Days before the due date for payment of such Property Taxes levied for the Straddle Period. For any Property Tax Returns for the Straddle Period which the Seller was required by Law to file prior to the Closing. The Company shall retain all books and records with respect to Taxes pertaining to , the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer Seller shall provide the an allocation between Seller Parties with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company shall prepare, or cause to be prepared, all Tax Returns in respect of any Buyer of the Group Companies for any taxable year ending Property Taxes reflected on or before such returns, applying this Section 6.5.3 and taking into account all payments made as of the Closing Date, as soon as practicable following Closing. The Company shall, or shall cause the Group Companies to, timely pay Party with a net liability to the relevant Taxing Authority all Taxes due other Party shall make a payment in connection with any such Tax Returnssettlement of the net liability within fifteen (15) days following the date on which the allocation is provided. Any payments under this Section 6.5.3 shall be treated as Purchase Price adjustments under Article 3. (c) The Seller Parties6.5.4 Sellers and Buyers will use commercially reasonable efforts and cooperate in good faith to exempt the sale, shallconveyance, or shall cause relevant equity holders of assignments, transfers, and deliveries to be made to the Group Companies to, pay all Buyers hereunder from any transfer, documentary, sales, use, registration registration, recording, stamp, value-added, China business, recapture and other such Taxes taxes (including all applicable real estate transfer Taxestaxes, but excluding any Taxes taxes based on or attributable to income or gains) and related fees (including notarial fees as well as any penalties, interest and additions to Taxtax) (“Transfer Taxes”) payable in connection with such sale, conveyance, assignments, transfers and, deliveries, to the extent provided in the Sale Approval Order, in accordance with Section 1146(c) of the Bankruptcy Code. If Bankruptcy Court approval is granted for such exemption, then any instrument transferring the Acquired Assets to the Buyers will contain the following endorsement: Because this [instrument] has been authorized pursuant to Order of the United States Bankruptcy Court for the Southern District of New York relating to a chapter 11 plan of [Seller], it is exempt from transfer taxes, stamp taxes, or similar taxes pursuant to 11 U.S.C. § 1146(c). To the extent not exempt under Section 1146 of the Bankruptcy Code and approved in the Sale Approval Order, such Transfer Taxes arising out of or incurred in connection with this Agreement will be borne solely by Buyers. The party that is legally required to file a Tax Return relating to Transfer Taxes will be responsible for preparing and timely filing such Tax Return. Buyer Parent will prepare the transfer of the Offered Shares by the Selling Shareholders Transfer Tax returns for which Buyer Parent is responsible as soon as is practicable and provide Delphi with a copy to review. Xxxxxx agrees to provide Buyer Parent with comments and the amount of transfer of all equity interests tax to be paid in sufficient time to enable Buyer Parent to timely file the Group Companies (including return and pay the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyTransfer Tax.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to Seller shall (i) consult with the Seller Parties Buyer as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller PartiesBuyer, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the Closing. The Company Seller shall, and shall cause the Group Companies to, retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by the Buyer, any extensions thereof). At the end of such period, Buyer the Seller shall provide the Seller Parties Buyer with at least ten sixty (60) days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company Seller shall prepare, or cause to be prepared, prepared all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the Closing Date. The Company shall, or Seller shall cause the Group Companies to, to timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. (c) The Seller PartiesSeller, shall, or shall cause relevant equity holders of the Group Companies to, pay all transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Offered Shares by the Selling Shareholders Seller to the Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer the Seller (or Persons designated by the Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees and Seller agree to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Partieseach other, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies Asset Sellers and the Transferred Subsidiaries (including including, without limitation, access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the ClosingReturn. The Company Buyer and Seller shall retain all books and records with respect to Taxes pertaining to the Group Companies Asset Sellers and the Transferred Subsidiaries until the expiration of all relevant statutes of limitations (and, to the extent notified by Seller or Buyer, any extensions thereof). At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company Buyer shall prepare, or cause to be prepared, all Tax Returns in respect of each Transferred Subsidiary (other than a Transferred Subsidiary that is a member of an affiliated group that files a United States federal consolidated Tax Return or any of the Group Companies group that files a combined, consolidated, or unitary foreign, state or local Tax Return) for any taxable year ending on Pre- Closing or before Straddle Tax Periods which must be filed after the Closing DateDate in accordance with past practice and custom unless a contrary position is required by law. The Company shall, or Buyer shall cause provide Seller 30 days prior to the Group Companies to, due date of filing such Tax Returns for review and comment and Buyer shall incorporate all such reasonable comments into the Tax Return. Buyer shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax ReturnsReturn and Seller shall reimburse Buyer in accordance with procedures provided in Section 6.5(d). For any taxable period of the Transferred Subsidiaries that ends on or before the Closing Date, Seller and its affiliates shall timely prepare, consistent with past practice and custom to the extent any position taken may materially adversely affect the Taxes of any of the Transferred Subsidiaries after the Closing Date (unless a contrary position is required by law), and file with the appropriate Tax Authority all consolidated, combined or unitary Tax Returns that include any of the Transferred Subsidiaries required to be filed (and shall promptly provide, as reasonably requested by, Buyer with copies of the portion of such Tax Returns that relate to the Transferred Subsidiaries). (c) The Seller Partiesshall deliver to Buyer at the Closing all necessary forms and certificates complying with applicable law, shallduly executed and acknowledged, or certifying that the transactions contemplated hereby are exempt from withholding under Code Section 1445. (d) After the Closing Date, each of Seller and Buyer shall cause relevant equity holders promptly notify the other parties in writing upon receipt of written notice of the Group Companies tocommencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on any Asset Seller, pay all transferany Transferred Subsidiary or Buyer which, documentaryif determined adversely to the taxpayer or after the lapse of time, saleswould be grounds for indemnification by the other party under Section 6.5 of this Agreement. In the case of an audit or administrative or judicial proceeding that relates to a Pre-Closing Tax Period of a Transferred Subsidiary, useSeller shall have the sole right, registration and other at its expense, to control the conduct of such Taxes (including all applicable real estate transfer Taxesaudit or proceeding; provided, but excluding however, that Seller shall not be entitled to settle any Taxes based Tax, without Buyer's consent, which consent shall not be unreasonably withheld, if the resolution of such Tax issues would have a material adverse effect on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer Tax liability of the Offered Shares Transferred Subsidiary after the Closing Date. If Seller chooses to control the audit or proceeding, Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Seller to take all actions desired by Seller with respect to such proceeding. In the Selling Shareholders case of an audit or administrative or judicial proceeding that relates to a Straddle Period of a Transferred Subsidiary, Buyer shall have the right, at its expense, to control the conduct of such audit or proceeding, provided, however, that (i) Seller shall have the right, at its expense, to participate in such proceeding and the transfer of (ii) Buyer will act upon all equity interests in the Group Companies reasonable recommendations made by Seller and (including the Acquired Entitiesiii) held by their equity holders Buyer will not settle or refuse to Buyer (or Persons designated by Buyer) pursuant to settle any such proceeding without Seller's consent if the terms of such settlement will have a material adverse effect on the amount of Seller's indemnification obligation under Section 6.5, which consent will not be unreasonably withheld. In the case that Seller gives written notice that it wishes to settle an item based on an offer from a Taxing Authority which relates solely to the pre-Closing portion of such Straddle Period, but Buyer does not settle such item, then Seller's liability for Taxes and related costs and expenses relating to such an item shall not exceed the amount that Seller's liability for such Taxes and related costs and expenses would have been if the item had been settled on the terms and at such time offered by such Taxing Authority. The parties shall promptly notify the others if such party decides not to control the defense or settlement of any proceeding which they are entitled to control pursuant to this Agreement and the Ancillary Documents other parties thereupon shall be permitted to defend and settle such proceeding. (e) Seller and Buyer shall cooperate with one another and use their reasonable best efforts to develop a plan to enable Seller and the Transferred Subsidiaries to undertake a restructuring of their businesses if requested by Seller prior to the Closing Date including any restructuring if an election under Section 338(h)(10) is not made under Section 6.4(f) of this Agreement ("Restructuring Transaction"). On or prior to the Closing Date, Buyer and Seller shall enter into, or cause to be entered into, such agreements as are necessary to implement any such plans for a Restructuring Transaction which are reasonably requested by Seller. Seller shall be liable for and pay all Taxes and related costs and expenses, including any additional transfer taxes related to the transactions under this Agreement, incurred as a result of any actions taken pursuant to this Section 6.4(e). (f) The parties agree to make an election under Section 338(h)(10) of the Code with respect to the acquisition of stock of any United States Transferred Subsidiary, provided that if Buyer provides written notice to Seller no later than twenty (20) days prior to the Closing Date that such election would have an adverse tax effect on Buyer and provided, further, Seller decides to make such election, then Seller shall be liable for any incremental tax liability (solely as a result of lost Tax basis in assets subject to allowance for depreciation or amortization) to Buyer as a result of such election, provided that such indemnification shall be made in accordance with and subject to Sections 6.5 and 8.1(c) and (d) of this Agreement. Seller will furnish to Buyer the necessary information reasonably requested by Buyer to allow Buyer to provide the notice contemplated hereby under this Section 6.4(f). (g) Buyer shall not, and therebyshall cause any Transferred Subsidiary not to, carry back any net operating loss or other Tax attribute to a Pre- Closing Tax Period of such Transferred Subsidiary if such Transferred Subsidiary were included as part of a United States federal consolidated Tax Return or any group that files a combined, consolidated, or unitary foreign, state or local Tax Return. In all other cases, Buyer shall not carry back such loss or other Tax attribute without Seller's consent, which consent shall not be unreasonably withheld (except for a material loss or material Tax attribute if such carry back is required by the relevant Tax law). Except for refunds resulting from carry backs pursuant to the preceding sentence, all other Tax refunds relating to a Pre-Closing Tax Period shall be for the benefit of Seller. For purposes of Section 6.5(a), Taxes shall include the amount of Taxes which would have been paid but for the application of any credit or net operating loss or capital loss deduction attributable to Post-Closing Tax Periods.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the First Closing and (ii) furnish or cause to be furnished to the Seller Parties, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the First Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the First Closing. The Company shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer shall provide the Seller Parties with at least ten sixty (60) days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company shall prepare, or cause to be prepared, all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the First Closing Date. The Company shall, or shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. (c) The Seller Parties, shall, or shall cause relevant equity holders of the Group Companies to, pay all transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns Buyers and the making of any election related Sellers agree to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Partieseach other, upon request, as promptly as practicable, such information and assistance (including, at the expense of the requesting party, reasonable access to the other party's Tax Return preparer, provided that such other party may limit such access as is it deems necessary to protect confidential information) relating to any the Sold Companies, the Subsidiaries or Venture Entities (but, in the case of a Venture Entity, only to the Group Companies extent the Sellers have reasonable access to such information or assistance under the applicable agreement(s) governing such Venture Entity) (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for Return. Each of the periods Buyers and the Sellers agrees that it shall (i) consult with the other party prior to taking any position or settling any claim with respect to Taxes that could reasonably be expected to have a material adverse effect on such other party and (ii) not take any action with respect to Taxes that would legally bind the Closingother party without the prior written consent of such other party. The Company Buyers and the Sellers shall retain all books and records with respect to Taxes pertaining which are indemnifiable under Section 5.5(a) and pertain to the Group Companies Sold Companies, the Subsidiaries and Venture Entities (but, in the case of a Venture Entity, only to the extent the Sellers have reasonable access to such information or assistance under the applicable agreement(s) governing such Venture Entity) until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyerthe Buyers and the Sellers, any extensions thereof). At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company Sellers shall prepareprepare and timely file, or cause to be preparedprepared and timely filed, all Tax Returns in respect of any of the Group Companies Stock Sellers, Sold Companies, Subsidiaries or Separate Assets (including any affiliated, consolidated, unitary and combined Tax Returns, which include the operations of any of these entities or any Tax Returns for Venture Entities that the Sellers are responsible for filing) for any taxable year period ending on or before the Closing Date. The Company shall, or party that is legally required to file a Tax Return relating to Transfer Taxes shall cause be responsible for preparing and timely filing such Tax Return. All such Tax Returns shall be prepared on a basis consistent with the Group Companies to, last previous similar Tax Return and in accordance with Law. The Sellers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns in respect of the Sold Companies and any of the Subsidiaries, including for any taxable period ending after the Closing Date which begins before the Closing Date (a "Straddle Period"). The Buyers shall provide IR with a copy of each proposed Straddle Period Tax Return (and such additional information regarding such Straddle Period Tax Return as may reasonably be requested by IR) for its approval (which approval will not be unreasonably withheld or delayed) (i) at least 15 days prior to the filing of such Tax Return or (ii) in the case of a Tax Return that is required to be filed within 20 days of the Closing Date, at least ten days prior to the date such Tax Return is required to be filed; provided, that in the case of a Tax Return that is required to be filed within 10 days of the Closing Date, the Buyer shall use its reasonable best efforts to afford IR a reasonable opportunity to review and approve such Straddle Period Tax Return prior to filing such Tax Return. Any Tax Return to be prepared and filed by the Buyers for a Straddle Period shall be prepared on a basis consistent with the last previous similar Tax Return; provided, that if after consultation with the Sellers the Buyers reasonably determine that they are required by Law to prepare any Tax Return for a Straddle Period on a basis inconsistent with the last previous similar Tax Return, then they shall so notify the Sellers, subject to the requirements of this Section 5.4(b). (c) The Seller Parties, shall, or shall cause relevant equity holders of the Group Companies to, pay all All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) ("Transfer Taxes") arising out of or incurred in connection with the transfer of the Offered Shares this Agreement shall be borne equally by the Selling Shareholders to Buyer Buyers, on the one hand, and the transfer of all equity interests in Sellers, on the Group Companies other hand. (including d) All Tax sharing agreements or similar arrangements with respect to or involving the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant Business shall be terminated prior to the terms Closing Date and, after the Closing Date, the Buyers and their Affiliates shall not be bound thereby or have any Liability thereunder for amounts due in respect of this Agreement and periods ending on or before the Ancillary Documents and the transactions contemplated hereby and therebyClosing Date.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns Buyers and the making of any election related Sellers agree to Taxes for the periods prior to the Closing and (ii) furnish or cause to be furnished to the Seller Partieseach other, upon request, as promptly as practicable, such information and assistance (including, at the expense of the requesting party, reasonable access to the other party's Tax Return preparer, PROVIDED that such other party may limit such access as is it deems necessary to protect confidential information) relating to any of the Group Companies Sold Companies, the Subsidiaries or Venture Entities (but, in the case of a Venture Entity, only to the extent the Sellers have reasonable access to such information or assistance under the applicable agreement(s) governing such Venture Entity) (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior filing of all Tax Returns, the making of any election related to the Closing for Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for Return. Each of the periods Buyers and the Sellers agrees that it shall (i) consult with the other party prior to taking any position or settling any claim with respect to Taxes that could reasonably be expected to have a material adverse effect on such other party and (ii) not take any action with respect to Taxes that would legally bind the Closingother party without the prior written consent of such other party. The Company Buyers and the Sellers shall retain all books and records with respect to Taxes pertaining which are indemnifiable under Section 5.5(a) and pertain to the Group Companies Sold Companies, the Subsidiaries and Venture Entities (but, in the case of a Venture Entity, only to the extent the Sellers have reasonable access to such information or assistance under the applicable agreement(s) governing such Venture Entity) until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyerthe Buyers and the Sellers, any extensions thereof). At the end of such period, Buyer each party shall provide the Seller Parties other with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company Sellers shall prepareprepare and timely file, or cause to be preparedprepared and timely filed, all Tax Returns in respect of any of the Group Companies Stock Sellers, Sold Companies, Subsidiaries or Separate Assets (including any affiliated, consolidated, unitary and combined Tax Returns, which include the operations of any of these entities or any Tax Returns for Venture Entities that the Sellers are responsible for filing) for any taxable year period ending on or before the Closing Date. The Company shall, or party that is legally required to file a Tax Return relating to Transfer Taxes shall cause be responsible for preparing and timely filing such Tax Return. All such Tax Returns shall be prepared on a basis consistent with the Group Companies to, last previous similar Tax Return and in accordance with Law. The Sellers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns in respect of the Sold Companies and any of the Subsidiaries, including for any taxable period ending after the Closing Date which begins before the Closing Date (a "STRADDLE PERIOD"). The Buyers shall provide IR with a copy of each proposed Straddle Period Tax Return (and such additional information regarding such Straddle Period Tax Return as may reasonably be requested by IR) for its approval (which approval will not be unreasonably withheld or delayed) (i) at least 15 days prior to the filing of such Tax Return or (ii) in the case of a Tax Return that is required to be filed within 20 days of the Closing Date, at least ten days prior to the date such Tax Return is required to be filed; PROVIDED, that in the case of a Tax Return that is required to be filed within 10 days of the Closing Date, the Buyer shall use its reasonable best efforts to afford IR a reasonable opportunity to review and approve such Straddle Period Tax Return prior to filing such Tax Return. Any Tax Return to be prepared and filed by the Buyers for a Straddle Period shall be prepared on a basis consistent with the last previous similar Tax Return; PROVIDED, that if after consultation with the Sellers the Buyers reasonably determine that they are required by Law to prepare any Tax Return for a Straddle Period on a basis inconsistent with the last previous similar Tax Return, then they shall so notify the Sellers, subject to the requirements of this Section 5.4(b). (c) The Seller Parties, shall, or shall cause relevant equity holders of the Group Companies to, pay all All transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) ("TRANSFER TAXES") arising out of or incurred in connection with the transfer of the Offered Shares this Agreement shall be borne equally by the Selling Shareholders to Buyer Buyers, on the one hand, and the transfer of all equity interests in Sellers, on the Group Companies other hand. (including d) All Tax sharing agreements or similar arrangements with respect to or involving the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant Business shall be terminated prior to the terms Closing Date and, after the Closing Date, the Buyers and their Affiliates shall not be bound thereby or have any Liability thereunder for amounts due in respect of this Agreement and periods ending on or before the Ancillary Documents and the transactions contemplated hereby and therebyClosing Date.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary for the filing of all Tax Returns and the making of any election related to Taxes for the periods prior to the First Closing and (ii) furnish or cause to be furnished to the Seller Parties, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the First Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the Closing. The Company shall retain all books and records with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer shall provide the Seller Parties with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records.40 (b) The Company shall prepare, or cause to be prepared, all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the First Closing Date. The Company shall, or shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. (c) The Seller Parties, shall, or shall cause relevant equity holders of the Group Companies to, pay all transfer, documentary, sales, use, registration and other such Taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gains) and related fees (including any penalties, interest and additions to Tax) incurred in connection with the transfer of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby.

Tax Matters; Cooperation; Preparation of Returns; Tax Elections. (a) The Buyer agrees to (i) consult with the Seller Parties as is reasonably necessary 9.4.1. Asset Sellers will be responsible for the preparation and filing of all Tax Returns and the making of any election related to Taxes Asset Sellers for the all tax periods prior to the Closing and (ii) furnish ending on or cause to be furnished to the Seller Parties, upon request, as promptly as practicable, such information and assistance relating to any of the Group Companies (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the periods prior to the Closing for the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return for the periods prior to the Closing, including without limitation amended returns, applications for loss carryback refunds and applications for estimated tax refunds. The Company shall retain Buyers will make available to Asset Sellers during normal business hours (and to Asset Sellers' accountants and attorneys) any and all books and records and other documents and information in its possession or control reasonably requested by the Asset Sellers to prepare these Tax Returns. Asset Sellers will be responsible for and will make all payments required with respect to Taxes pertaining to the Group Companies until the expiration of all relevant statutes of limitations (and, to the extent notified by Buyer, any extensions thereof). At the end of such period, Buyer shall provide the Seller Parties with at least ten days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records. (b) The Company shall prepare, or cause to be prepared, all Tax Returns in respect of any of the Group Companies for any taxable year ending on or before the Closing Date. The Company shall, or shall cause the Group Companies to, timely pay to the relevant Taxing Authority all Taxes due in connection with any such Tax Returns. 9.4.2. For Sale Companies and JV Companies, Seller will be responsible for the preparation and filing of all Tax Returns for all tax periods that are due on or prior to the Closing, including without limitation amended returns, applications for loss carryback refunds and applications for estimated tax refunds. 9.4.3. For Sale Companies and JV Companies, Buyers will be responsible for the preparation and filing of all Tax Returns for all periods that are due after the Closing (cother than for Taxes with respect to periods for which the consolidated, unitary and combined Tax Returns of Delphi will include the operations of the Business), including any IRS Forms 5471, 8858 and 8865 relating to the Sale Companies and the JV Companies transferred, directly or indirectly, in the transactions contemplated by this Agreement (the “Information Tax Returns”) (which IRS Forms 5471, 8858 and 8865 Delphi will also be required to file under applicable Law). Buyers shall provide to Sellers a copy of any Information Tax Returns at least sixty (60) days prior to their due date which shall be extended. For the avoidance of doubt, Buyers shall indemnify, defend and hold harmless the Sellers and their Affiliates for any and all Losses which are imposed on, sustained, incurred or suffered by or against the Sellers or their Affiliates resulting from any failure to timely file the Information Tax Returns. 9.4.4. Sellers shall be responsible for the customs filings for goods released from the border prior to Closing and Buyers shall be responsible for the customs filings for goods in-transit as of and after the Closing. 9.4.5. The Seller PartiesSellers and the Buyers will use commercially reasonable efforts and cooperate in good faith to exempt the sale, shallconveyance, assignments, transfers and deliveries to be made to the Buyers hereunder from, or shall cause relevant equity holders of the Group Companies tominimize, pay all any transfer, documentary, sales, use, registration registration, recording, stamp, value-added and other such Taxes taxes (including all applicable real estate transfer Taxes, but excluding any Taxes based on or attributable to income or gainstaxes) and related fees (including notarial fees as well as any penalties, interest and additions to Taxtax), together with any foreign income Taxes attributable to any gain realized by any Seller (but excludes any U.S. Income Taxes) (“Transfer Taxes”) payable in connection with such sale, conveyance, assignments, transfers and, deliveries, to the extent provided in the Plan Modification Order, in accordance with Section 1146 of the Bankruptcy Code. If Bankruptcy Court approval is granted for such exemption, then any instrument transferring the Acquired Assets to the Buyers will contain the following or similar endorsement; provided that in no case will the Sellers be liable for such Transfer Taxes or the Tax due on Tax Returns related thereto: Because this [instrument] has been authorized pursuant to Order of the United States Bankruptcy Court for the Southern District of New York relating to a chapter 11 plan of [Seller], it is exempt from transfer taxes, stamp taxes, or similar taxes pursuant to 11 U.S.C. § 1146. To the extent not exempt under Section 1146 of the Bankruptcy Code and approved in the Plan Modification Order, such Transfer Taxes and costs arising out of or incurred in connection with this Agreement will be borne solely by the transfer relevant Buyer. The party that is legally required to file a Tax Return relating to Transfer Taxes shall be responsible for preparing and timely filing the Tax Returns relating to such Transfer Taxes. In the event VAT (or GST) is levied on an asset transfer, Seller must provide the relevant Buyer with a VAT (or GST) compliant invoice and assist in the recovery of the Offered Shares by the Selling Shareholders to Buyer and the transfer of all equity interests in the Group Companies (including the Acquired Entities) held by their equity holders to Buyer VAT (or Persons designated by Buyer) pursuant to the terms of this Agreement and the Ancillary Documents and the transactions contemplated hereby and therebyGST), if possible.