Common use of Transfer Taxes and VAT Clause in Contracts

Transfer Taxes and VAT. (a) All Transfer Taxes incurred in connection with the transactions contemplated by this Agreement (excluding for the avoidance of doubt Transfer Taxes in connection with the Restructuring, which will be borne exclusively by the Sellers) will be borne 50% by Buyer (or its relevant Affiliate or third party designee contemplated hereunder), on the one hand, and 50% by Sellers (or their relevant Affiliate), on the other hand; and if a Party is required by applicable Law to pay any Transfer Taxes then such Party shall pay such Transfer Taxes and the other Party shall, subject to receipt of reasonably satisfactory evidence of payment thereof, promptly reimburse the paying Party for their share of such Transfer Taxes, whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Authority. The parties hereto hereby agree to file in a timely manner all necessary documents (including, but not limited to, all Tax Returns) with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory to the requesting party that such Transfer Taxes have been paid by the other party. Buyer and Sellers shall procure that each relevant Affiliate of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a). (b) The Purchase Price is exclusive of any applicable VAT. The applicable Seller (or its relevant Affiliate, as applicable) shall issue to Buyer (or the applicable Affiliate of Buyer or third party designee contemplated hereunder, as the case may be) a VAT invoice in respect of any VAT required to be charged by the Seller (or its relevant Affiliate, as applicable), such VAT invoice to be prepared in consultation with Buyer in compliance with applicable VAT Law and to be issued at the Relevant Closing. Neither Sellers nor any of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude of any irrecoverable VAT. (c) [Reserved.] (d) The Parties shall, to the extent permitted by applicable Law (in the determination of Buyer, acting reasonably and in good faith), treat the sale and transfer of the Transferred Assets pursuant to this Agreement or any Local Transfer Agreement as a transfer of a totality of assets or going concern (“TOGC”) that is neither a supply of goods nor a supply of services for VAT purposes. Buyer shall procure that each relevant Affiliate of Buyer and third party designee of Buyer contemplated hereunder takes such action as is required to be consistent with, and refrains from taking any action or making any omission that is inconsistent with, that TOGC treatment. With respect to any enquiry, investigation, audit, challenge or other disagreement or dispute by a relevant Tax Authority into the availability of TOGC treatment (“Enquiry”) (i) Buyer shall have control of the conduct of such Enquiry where the Buyer (or its Affiliate or third party designee contemplated hereunder, as the case may be) is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT under the reverse charge procedure; and (ii) where the applicable Seller is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT chargeable, the applicable Seller shall (A) give Buyer notice of any such Enquiry received by the Seller as soon as reasonably practicable, (B) provide or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Enquiry prior to such materials being furnished or submitted and shall consider any such comments in good faith, (C) offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority, and (D) take such action as the Buyer (at its sole expense) may reasonably direct Sapphire or the applicable Seller in writing to avoid, dispute, resist or compromise such Enquiry provided in each case that (I) Buyer shall first indemnify Sapphire and the applicable Seller (to Sapphire’s reasonable satisfaction) against any and all Losses which Sapphire and the applicable Seller may suffer or incur as a result of taking such action, and (II) the actions which Buyer may direct the applicable Seller to take do not include (x) allowing the Buyer to take on or take over the conduct of such Enquiry, (y) contesting the Enquiry before any court, tribunal or appellate body, and (z) any actions which Sapphire or the applicable Seller reasonably considers would be likely to cause a material prejudice to the Tax affairs of Sapphire or the applicable Seller. If Buyer does not direct Sapphire or the applicable Seller within 15 calendar days of its receipt of notice of the relevant Enquiry or of the relevant communication, phone conversation or meeting from or with the Tax Authority (as the case may be) or if Buyer fails to indemnify Sapphire and the applicable Seller in accordance with this Section 6.07(d)(ii)(I), Sapphire and the applicable Seller may conduct, settle or compromise such Enquiry as they see fit (acting reasonably and in good faith) and without prejudice to any of their rights under this Section 6.07. If the sale and transfer of the Transferred Assets pursuant to this Agreement was initially treated by the Parties as a TOGC but does not qualify for TOGC treatment, any and all VAT required to be charged, together with all associated interest, penalties and surcharges, if any, assessed by the Tax Authority shall be borne 100% by Buyer, and if a Seller is required by applicable Law to pay such VAT, interest, penalties and surcharges, Buyer shall promptly reimburse the Seller for such VAT, interest, penalties and surcharges. (e) The Parties agree that the following principles shall apply with respect to Section 6.07(b) and Section 6.07(d) and that the Parties shall cooperate in good faith to ensure that the economic results to both Parties are in accordance with these principles: (i) input VAT and output VAT and VAT payments and VAT recoveries (whether by credit, repayment or otherwise) should be matched up such that neither Party bears the cost of any VAT that would be recoverable by that Party or by the other Party; and (ii) the Parties shall cooperate to obtain the maximum VAT recoveries possible. (f) Sapphire shall procure that any Transferred Entity that is a member of a group for VAT purposes shall be removed from such VAT group if any person (other than a Transferred Entity) is also a member of such VAT group and no contractual or statutory liabilities of any Transferred Entity in relation to any such group for VAT purposes shall be outstanding or occur after the Principal Closing Date. (g) References to any person in this Section 6.07(b) – Section 6.07(f) shall, at any time such person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or group remitter of such VAT group at such time. (h) In the event of a conflict between the provisions of this Section 6.07 and Section 6.11 with respect to VAT, this Section 6.07 shall control.

Transfer Taxes and VAT. (a) All Transfer Purchaser shall be responsible for and shall pay any and all sales, use, registration, transfer (including all real estate transfer and conveyance and recording fees, if any), stamp, stamp duty reserve, stamp duty land tax, or other similar Taxes (other than VAT) and all notarial fees that may be imposed upon, payable, collectible or incurred in connection with herewith and the transactions contemplated by this Agreement (excluding collectively, "TRANSFER TAXES") up to and not to exceed $1 million, regardless of the Person liable for the avoidance of doubt such Taxes under applicable Law. Seller shall be responsible for and shall pay all Transfer Taxes in connection with excess of $1 million, regardless of the Restructuring, which will be borne exclusively by the Sellers) will be borne 50% by Buyer (or its relevant Affiliate or third party designee contemplated hereunder), on the one hand, and 50% by Sellers (or their relevant Affiliate), on the other hand; and if a Party is required by Person liable for such Taxes under applicable Law to pay any Transfer Taxes then such Party shall pay such Transfer Taxes and the other Party shall, subject to receipt of reasonably satisfactory evidence of payment thereof, promptly reimburse the paying Party for their share of such Transfer Taxes, whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental AuthorityLaw. The parties hereto hereby agree shall reasonably cooperate to file in a timely manner all necessary documents reduce or eliminate any potential Transfer Taxes, including obtaining available Transfer Tax exemption certificates (includingsuch as sales and use Tax blanket exemption certificates) from the applicable state, but not limited to, all Tax Returns) with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory to the requesting party that such Transfer Taxes have been paid by the other party. Buyer and Sellers shall procure that each relevant Affiliate of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a)local or foreign taxing jurisdictions. (b) The Purchase Price amount of any payment for a supply of goods and services or the value of any supply made or deemed to be made by Seller or any of its Affiliates pursuant to this Agreement or pursuant to any agreement that is intended to effect the transfer of the Purchased Assets and the Assumed Liabilities shall be exclusive of any applicable VATVAT properly chargeable on the supply (such amount to be agreed by Purchaser and Seller prior to Closing), and the amount of such VAT shall be paid by the recipient of such supply (the "VAT PAYOR") in addition to any payment due under this Agreement (provided that the party making the supply of goods or services (the "VAT PAYEE") has issued a proper VAT invoice), or if no payment is due, shall be paid at the time a proper VAT invoice is issued. The applicable Seller (or its relevant Affiliateparties intend that the Purchased Assets and the Assumed Liabilities shall, wherever possible, be sold as applicable) shall issue to Buyer (or the applicable Affiliate of Buyer or third party designee contemplated hereunder, as the case may be) a VAT invoice in respect going concern for purposes of any VAT required to be charged by the Seller (or its relevant Affiliate, as applicable), such VAT invoice to be prepared in consultation with Buyer in compliance with applicable VAT Law legislation, so that such sale is outside the scope of VAT, and, in each jurisdiction where the parties consider this possible, Seller and Purchaser shall, and shall cause their respective Affiliates to, use reasonable efforts to be issued at secure the Relevant Closing. Neither Sellers nor any availability of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude of any irrecoverable VATsuch treatment. (c) [Reserved.] In the event that a VAT Payor (dor another member of such VAT Payor's VAT group) The Parties has not obtained the benefit of a refund, offset, or credit of the full amount of VAT paid by such VAT Payor to the relevant VAT Payee pursuant to this Agreement within three years of the date such VAT was paid, Seller shall pay to Purchaser 50% of the amount of any VAT for which no such refund, offset, or credit was obtained. In the event that a VAT Payor (or another member of such VAT Payor's VAT group) subsequently receives the benefit of a refund, offset, or credit relating to such VAT, Purchaser shall promptly pay to Seller 50% of any such refund, offset, or credit. Purchaser shall promptly provide Seller with a reasonably detailed written account of each refund, repayment, or credit of VAT paid pursuant to this Agreement obtained by the VAT Payor. Purchaser and Seller shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to obtain and maximize the recovery of all refunds, offsets or credits relating to VAT payable pursuant to this Agreement and to minimize the amount of nonrecoverable VAT. Subject to the extent permitted by applicable Law foregoing, (in i) Purchaser shall control the determination preparation of Buyerall Tax returns relating to VAT payable pursuant to this Agreement, acting reasonably and in good faith), treat the sale and transfer of the Transferred Assets (ii) any Tax Proceeding relating to VAT payable pursuant to this Agreement or any Local Transfer Agreement as a transfer of a totality of assets refund, offset, or going concern (“TOGC”) that is neither a supply of goods nor a supply of services for VAT purposes. Buyer shall procure that each relevant Affiliate of Buyer and third party designee of Buyer contemplated hereunder takes such action as is required to be consistent with, and refrains from taking any action or making any omission that is inconsistent with, that TOGC treatment. With respect to any enquiry, investigation, audit, challenge or other disagreement or dispute by a relevant Tax Authority into the availability of TOGC treatment (“Enquiry”) (i) Buyer shall have control of the conduct credit of such Enquiry where the Buyer (or its Affiliate or third party designee contemplated hereunder, as the case may be) is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT under the reverse charge procedure; and (ii) where the applicable Seller is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT chargeable, the applicable Seller shall (A) give Buyer notice of any such Enquiry received by the Seller as soon as reasonably practicable, (B) provide or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Enquiry prior to such materials being furnished or submitted and shall consider any such comments in good faith, (C) offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority, and (D) take such action as the Buyer (at its sole expense) may reasonably direct Sapphire or the applicable Seller in writing to avoid, dispute, resist or compromise such Enquiry provided in each case that (I) Buyer shall first indemnify Sapphire and the applicable Seller (to Sapphire’s reasonable satisfaction) against any and all Losses which Sapphire and the applicable Seller may suffer or incur as a result of taking such action, and (II) the actions which Buyer may direct the applicable Seller to take do not include (x) allowing the Buyer to take on or take over the conduct of such Enquiry, (y) contesting the Enquiry before any court, tribunal or appellate body, and (z) any actions which Sapphire or the applicable Seller reasonably considers would be likely to cause a material prejudice to the Tax affairs of Sapphire or the applicable Seller. If Buyer does not direct Sapphire or the applicable Seller within 15 calendar days of its receipt of notice of the relevant Enquiry or of the relevant communication, phone conversation or meeting from or with the Tax Authority (as the case may be) or if Buyer fails to indemnify Sapphire and the applicable Seller conducted in accordance with this the principles set forth in Section 6.07(d)(ii)(I14.4(b), Sapphire and the applicable Seller may conduct, settle or compromise such Enquiry as they see fit (acting reasonably and in good faith. This Section 14.9(c) and without prejudice shall not apply to any of their rights under this Section 6.07. If the sale and transfer of the Transferred Assets VAT paid pursuant to this Agreement was initially treated by the Parties as a TOGC but does not qualify for TOGC treatment, any and all VAT required to be charged, together with all associated interest, penalties and surcharges, if any, assessed by the Tax Authority shall be borne 100% by Buyer, and if a Seller is required by applicable Law to pay such VAT, interest, penalties and surcharges, Buyer shall promptly reimburse the Seller for such VAT, interest, penalties and surchargesTransition Agreement. (e) The Parties agree that the following principles shall apply with respect to Section 6.07(b) and Section 6.07(d) and that the Parties shall cooperate in good faith to ensure that the economic results to both Parties are in accordance with these principles: (i) input VAT and output VAT and VAT payments and VAT recoveries (whether by credit, repayment or otherwise) should be matched up such that neither Party bears the cost of any VAT that would be recoverable by that Party or by the other Party; and (ii) the Parties shall cooperate to obtain the maximum VAT recoveries possible. (f) Sapphire shall procure that any Transferred Entity that is a member of a group for VAT purposes shall be removed from such VAT group if any person (other than a Transferred Entity) is also a member of such VAT group and no contractual or statutory liabilities of any Transferred Entity in relation to any such group for VAT purposes shall be outstanding or occur after the Principal Closing Date. (g) References to any person in this Section 6.07(b) – Section 6.07(f) shall, at any time such person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or group remitter of such VAT group at such time. (h) In the event of a conflict between the provisions of this Section 6.07 and Section 6.11 with respect to VAT, this Section 6.07 shall control.

Transfer Taxes and VAT. (ai) All Except as expressly provided to the contrary in this Agreement or the other Transaction Documents, all amounts payable under this Agreement or the other Transaction Documents are exclusive of VAT or Transfer Taxes. Any Transfer Taxes or VAT incurred in connection with the transactions contemplated Transactions (other than the Business Internal Reorganization and other than French Reorganization Transfer Taxes and French RE Transfer Taxes) shall be borne by this Agreement (excluding for Buyer Parent. Any Transfer Taxes or VAT incurred in connection with the avoidance Business Internal Reorganization and the French Reorganization Transfer Taxes and French RE Transfer Taxes shall be borne by Seller Parent. Buyer Parent and Seller Parent shall reasonably cooperate to prepare and timely file any Tax Returns relating to such Transfer Taxes or VAT, and the Party required under applicable Law to remit such Taxes shall timely remit all such Taxes. Buyer Parent and Seller Parent shall reasonably cooperate to minimize or eliminate the incurrence of doubt Transfer such Taxes in connection with the Restructuring, which will be borne exclusively by the Sellers) will be borne 50% by Buyer (or its relevant Affiliate or third party designee contemplated hereunder), on the one hand, and 50% by Sellers (or their relevant Affiliate), on the other hand; and if a Party is required by applicable Law to pay any Transfer Taxes then such Party shall pay such Transfer Taxes and the other Party shall, subject to receipt of reasonably satisfactory evidence of payment thereof, promptly reimburse the paying Party for their share of such Transfer Taxes, whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Authority. The parties hereto hereby agree to file in a timely manner all necessary documents (including, but not limited to, all Tax Returns) with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory to the requesting party that such Transfer Taxes have been paid by the other party. Buyer and Sellers shall procure that each relevant Affiliate of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a)Transactions. (bii) The Purchase Price is exclusive of If any applicable VAT. The applicable Seller action by a Party (or its relevant Affiliate, as applicablethe “Supplier”) shall issue to Buyer (or the applicable Affiliate of Buyer or third party designee contemplated hereunder, as the case may be) a VAT invoice in respect of any VAT required to be charged by the Seller (or its relevant Affiliate, as applicable), such VAT invoice to be prepared in consultation with Buyer in compliance with applicable VAT Law and to be issued at the Relevant Closing. Neither Sellers nor any of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude of any irrecoverable VAT. (c) [Reserved.] (d) The Parties shall, to the extent permitted by applicable Law (in the determination of Buyer, acting reasonably and in good faith), treat the sale and transfer of the Transferred Assets pursuant to this Agreement or any Local Transfer Agreement or, except as a transfer expressly provided to the contrary, the other Transaction Documents, constitutes the making of a totality of assets or going concern supply to another Party (the “TOGCRecipient”) that is neither a supply of goods nor a supply of services for VAT purposes. Buyer shall procure that each relevant Affiliate of Buyer and third party designee of Buyer contemplated hereunder takes such action as is required to be consistent with, and refrains from taking any action or making any omission that is inconsistent with, that TOGC treatment. With respect to any enquiry, investigation, audit, challenge or other disagreement or dispute by a relevant Tax Authority into the availability of TOGC treatment (“Enquiry”) (i) Buyer shall have control of the conduct of such Enquiry where the Buyer Supplier (or a member of its Affiliate or third party designee contemplated hereunder, as the case may begroup) is the VAT-taxpayer that is required to account to the relevant Taxing Tax Authority for any VAT under the reverse charge procedure; and (ii) in respect of that supply, where the applicable Seller is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT chargeable, the applicable Seller shall Supplier (A) give Buyer notice of any such Enquiry received by the Seller as soon as reasonably practicable, (B) provide or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Enquiry prior to such materials being furnished or submitted and shall consider any such comments in good faith, (C) offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority, and (D) take such action as the Buyer (at its sole expense) may reasonably direct Sapphire or the applicable Seller in writing to avoid, dispute, resist or compromise such Enquiry provided in each case that (I) Buyer shall first indemnify Sapphire and the applicable Seller (to Sapphire’s reasonable satisfaction) against any and all Losses which Sapphire and the applicable Seller may suffer or incur as a result of taking such action, and (II) the actions which Buyer may direct the applicable Seller to take do not include (x) allowing the Buyer to take on or take over the conduct of such Enquiry, (y) contesting the Enquiry before any court, tribunal or appellate body, and (z) any actions which Sapphire or the applicable Seller reasonably considers would be likely to cause a material prejudice to the Tax affairs of Sapphire or the applicable Seller. If Buyer does not direct Sapphire or the applicable Seller within 15 calendar days member of its receipt of notice of group) is not the relevant Enquiry or of the relevant communicationperson who, phone conversation or meeting from or with the Tax Authority (as the case may be) or if Buyer fails to indemnify Sapphire and the applicable Seller in accordance with this Section 6.07(d)(ii)(I)5.06(a)(i) above, Sapphire and is to bear the applicable Seller may conduct, settle or compromise such Enquiry as they see fit (acting reasonably and in good faith) and without prejudice to any of their rights under this Section 6.07. If the sale and transfer of the Transferred Assets pursuant to this Agreement was initially treated by the Parties as a TOGC but does not qualify for TOGC treatment, any and all VAT required to be charged, together with all associated interest, penalties and surcharges, if any, assessed by the Tax Authority shall be borne 100% by Buyer, and if a Seller is required by applicable Law to pay such VAT, interest, penalties and surcharges, Buyer shall promptly reimburse the Seller for such VAT, interest, penalties and surcharges. (e) The Parties agree that the following principles shall apply with respect to Section 6.07(b) and Section 6.07(d) and that the Parties shall cooperate in good faith to ensure that the economic results to both Parties are in accordance with these principlesRecipient shall: (i) input VAT and output VAT and VAT payments and VAT recoveries (whether by creditpay to the Supplier, repayment or otherwise) should be matched up such that neither Party bears the cost of in addition to any VAT that would be recoverable by that Party or amounts otherwise payable under this Agreement by the other Party; and Recipient, a sum equal to the amount of the VAT chargeable on that supply against delivery to the Recipient of a valid VAT invoice issued in accordance with the Laws of the applicable jurisdiction or (ii) if the Parties shall cooperate to obtain reverse charge procedure applies, account for such VAT due in accordance with the maximum VAT recoveries possibleLaws of the applicable jurisdiction. (fiii) Sapphire Where under the terms of this Agreement one Party or any member of its group is required to indemnify or reimburse another person in respect of any costs, charges or expenses (including out-of-pocket costs or expenses), the reimbursing or indemnifying Party (or the applicable member of its group) shall procure reimburse or indemnify that other person for the full amount of the cost or expense (including any Transferred Entity amounts in respect of VAT imposed on that is amount), except to the extent that the reimbursed or indemnified person reasonably determines that it, or a member of a the same group for VAT purposes shall be removed from such VAT group if any person (other than a Transferred Entity) is also a member of such VAT group and no contractual or statutory liabilities of any Transferred Entity in relation to any such group for VAT purposes shall be outstanding or occur after the Principal Closing Date. (g) References to any person in this Section 6.07(b) – Section 6.07(f) shall, at any time such person is treated as a member of a group it for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference is entitled to the representative member credit for or group remitter repayment of such VAT group at such timefrom any relevant Tax Authority. (h) In the event of a conflict between the provisions of this Section 6.07 and Section 6.11 with respect to VAT, this Section 6.07 shall control.

Transfer Taxes and VAT. (a) All Each of Crompton and GE shall be responsible for and shall pay fifty percent (50%) of the aggregate Transfer Taxes incurred due in connection with the transactions contemplated by this Agreement, in each case regardless of the Person liable for such Taxes under applicable Law. (b) The parties hereto shall take those actions reasonably necessary to reduce or eliminate any potential Transfer Taxes associated with the transactions contemplated by this Agreement, including obtaining all available Transfer Tax exemption certificates (such as sales and use Tax blanket exemption certificates) from the applicable state, local and foreign taxing jurisdictions (collectively referred to as "EXEMPTION CERTIFICATES"). All available Exemption Certificates shall be (i) delivered no later than the Closing Date to the party receiving the assets to which the Exemption Certificate relates and (ii) dated within ten (10) Business Days prior to the Closing Date and in form and substance reasonably acceptable to both parties. (c) The amount of any payment for a supply of goods and services or the value of any supply made or deemed to be made by Crompton or any of the OSi Subsidiaries, on the one hand, or by GE or any of the SC Subsidiaries, on the other hand, pursuant to this Agreement or pursuant to any Collateral Agreement that is intended to effect the transfer of assets and liabilities pursuant to this Agreement (excluding including any Assignment and Bill of Sale, Assumption Agreement, Lease Assignment, Sublease, Rexx Xstate Deed, instrument of conveyance relating to the Transferred OSi JV Interest, Intellectual Property Agreement (to the extent it provides for the avoidance a royalty-free license), or any similar instrument of doubt Transfer Taxes in connection with the Restructuring, which will be borne exclusively by the Sellers) will be borne 50% by Buyer (conveyance or assignment executed and delivered between Crompton or its relevant Affiliate or third party designee contemplated hereunder)Affiliates, on the one hand, and 50% by Sellers (GE or their relevant Affiliate)its Affiliates, on the other hand; and if a Party is required by applicable Law to pay ) shall be exclusive of any Transfer Taxes then such Party shall pay such Transfer Taxes VAT properly chargeable on the supply, and the other Party shall, subject to receipt of reasonably satisfactory evidence of payment thereof, promptly reimburse the paying Party for their share amount of such Transfer Taxes, whether or not such Transfer Taxes were correctly or legally imposed VAT shall be paid by the applicable Governmental Authorityrecipient of such supply (the "VAT PAYOR") in addition to any payment due under this Agreement (provided that the party making the supply of goods or services (the "VAT PAYEE") has issued a proper VAT invoice), or if no payment is due, shall be paid at the time a proper VAT invoice is issued. The parties hereto hereby agree to file in intend that the Transferred OSi Assets and the Transferred SC Assets shall, wherever possible, be sold as a timely manner all necessary documents (includinggoing concern for purposes of any applicable VAT Legislation, but not limited to, all Tax Returns) with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory to the requesting party so that such Transfer Taxes have been paid by sale is outside the other party. Buyer scope of VAT, and, in each jurisdiction where the parties consider this possible, Crompton or the relevant Crompton Affiliate, and Sellers GE or the relevant GE Affiliate shall procure that each relevant Affiliate use reasonable efforts to secure the availability of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a)such treatment. (bd) The Purchase Price is exclusive of any applicable VAT. The applicable Seller In the event that a VAT Payor (or its another member of such VAT Payor's VAT group) has not obtained the benefit of a refund, offset, or credit of the full amount of VAT paid by such VAT Payor to the relevant AffiliateVAT Payee pursuant to this Agreement within one year of the date such VAT was paid, as applicable) shall issue to Buyer the ultimate parent of such VAT Payee (I.E., GE or the applicable Affiliate of Buyer or third party designee contemplated hereunderCrompton, as the case may be) a shall pay to the ultimate parent of such VAT invoice in respect Payor 50% of the amount of any VAT required for which no such refund, offset, or credit was obtained. In the event that a VAT Payor (or another member of such VAT Payor's VAT group) subsequently receives the benefit of a refund, offset, or credit relating to be charged such VAT, the ultimate parent of such VAT Payor shall promptly pay to the ultimate parent of the relevant VAT Payee 50% of any such refund, offset, or credit. The relevant VAT Payor shall provide the relevant VAT Payee every three months with a reasonably detailed written account of each refund, repayment, or credit of VAT paid pursuant to this Agreement obtained by the Seller VAT Payor. (e) Each VAT Payor and VAT Payee shall use commercially reasonable efforts to obtain and maximize the recovery of all refunds, offsets or its relevant Affiliate, as applicable), such credits relating to VAT invoice payable pursuant to be prepared in consultation with Buyer in compliance with applicable VAT Law this Agreement and to be issued at the Relevant Closing. Neither Sellers nor any of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude amount of any irrecoverable nonrecoverable VAT. (c) [Reserved.] (d) The Parties shall, . Subject to the extent permitted by applicable Law foregoing, (in i) the determination relevant VAT Payor shall control the preparation of Buyerall Tax returns relating to VAT payable pursuant to this Agreement, acting reasonably and in good faith), treat the sale and transfer of the Transferred Assets (ii) any Tax Proceeding relating to VAT payable pursuant to this Agreement or any Local Transfer Agreement as a transfer of a totality of assets refund, offset, or going concern (“TOGC”) that is neither a supply of goods nor a supply of services for VAT purposes. Buyer shall procure that each relevant Affiliate of Buyer and third party designee of Buyer contemplated hereunder takes such action as is required to be consistent with, and refrains from taking any action or making any omission that is inconsistent with, that TOGC treatment. With respect to any enquiry, investigation, audit, challenge or other disagreement or dispute by a relevant Tax Authority into the availability of TOGC treatment (“Enquiry”) (i) Buyer shall have control of the conduct credit of such Enquiry where VAT shall be conducted in accordance the Buyer (or its Affiliate or third party designee contemplated hereunderprinciples set forth in Section 9.2(d)(iv), treating the relevant VAT Payor as the case may be) is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT under the reverse charge procedure; and (ii) where the applicable Seller is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT chargeable, the applicable Seller shall (A) give Buyer notice of any such Enquiry received by the Seller as soon as reasonably practicable, (B) provide or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Enquiry prior to such materials being furnished or submitted and shall consider any such comments in good faith, (C) offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority, and (D) take such action as the Buyer (at its sole expense) may reasonably direct Sapphire or the applicable Seller in writing to avoid, dispute, resist or compromise such Enquiry provided in each case that (I) Buyer shall first indemnify Sapphire and the applicable Seller (to Sapphire’s reasonable satisfaction) against any and all Losses which Sapphire and the applicable Seller may suffer or incur as a result of taking such action, and (II) the actions which Buyer may direct the applicable Seller to take do not include (x) allowing the Buyer to take on or take over the conduct of such Enquiry, (y) contesting the Enquiry before any court, tribunal or appellate body, and (z) any actions which Sapphire or the applicable Seller reasonably considers would be likely to cause a material prejudice to the Tax affairs of Sapphire or the applicable Seller. If Buyer does not direct Sapphire or the applicable Seller within 15 calendar days of its receipt of notice of the relevant Enquiry or of the relevant communication, phone conversation or meeting from or with the Tax Authority (as the case may be) or if Buyer fails to indemnify Sapphire and the applicable Seller in accordance with this Section 6.07(d)(ii)(I), Sapphire and the applicable Seller may conduct, settle or compromise such Enquiry as they see fit (acting reasonably and in good faith) and without prejudice to any of their rights under this Section 6.07. If the sale and transfer of the Transferred Assets pursuant to this Agreement was initially treated by the Parties as a TOGC but does not qualify for TOGC treatment, any and all VAT required to be charged, together with all associated interest, penalties and surcharges, if any, assessed by the Tax Authority shall be borne 100% by Buyer, and if a Seller is required by applicable Law to pay such VAT, interest, penalties and surcharges, Buyer shall promptly reimburse the Seller for such VAT, interest, penalties and surcharges. (e) The Parties agree that the following principles shall apply with respect to Section 6.07(b) and Section 6.07(d) and that the Parties shall cooperate in good faith to ensure that the economic results to both Parties are in accordance with these principles: (i) input VAT and output VAT and VAT payments and VAT recoveries (whether by credit, repayment or otherwise) should be matched up such that neither Party bears the cost of any VAT that would be recoverable by that Party or by the other Party; and (ii) the Parties shall cooperate to obtain the maximum VAT recoveries possiblecontrolling party. (f) Sapphire shall procure that Except as otherwise provided in the Collateral Agreements to which this Section 2.16(f) applies, the amount of any Transferred Entity that is payment for a member supply of a group for VAT purposes goods or services or the value of any supply made or deemed to be made pursuant to any such agreement shall be removed from such exclusive of VAT group if any person (other than a Transferred Entity) is also a member properly chargeable on the supply, and the amount of such VAT group and no contractual or statutory liabilities shall be paid by the recipient of any Transferred Entity such supply in relation addition to any payment due under such group for Collateral Agreement upon issuance of a proper VAT purposes invoice. Sections 2.16(d) and (e) shall be outstanding or occur after the Principal Closing Date. (g) References not apply to any person in VAT paid pursuant to any Collateral Agreement to which this Section 6.07(b2.16(f) – applies. This Section 6.07(f2.16(f) shall, at any time such person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference shall apply to the representative member or group remitter of such VAT group at such timeall Collateral Agreements other than those described in Section 2.16(c). (h) In the event of a conflict between the provisions of this Section 6.07 and Section 6.11 with respect to VAT, this Section 6.07 shall control.

Transfer Taxes and VAT. (a) All Notwithstanding anything to the contrary in this Agreement, Transfer Taxes incurred in connection imposed or arising with respect to the transactions contemplated by this Agreement sale and purchase hereunder of Transferred Assets shall be economically borne fifty percent (excluding for the avoidance of doubt Transfer Taxes in connection with the Restructuring, which will be borne exclusively 50%) by the Sellers) will be borne 50% by Buyer (or its relevant Affiliate or third party designee contemplated hereunder), on the one hand, and fifty percent (50% %) by Sellers (or their relevant Affiliate), the Seller Parties on the other hand; and if a . The Party is required by applicable Law to pay any Transfer Taxes then such Party shall pay file a Tax Return with respect to such Transfer Taxes shall timely prepare, with the other Party’s cooperation, and file such Tax Return and pay all Taxes reflected on every such Tax Return, and the other Party shall, subject to receipt of reasonably satisfactory evidence of payment thereof, shall promptly reimburse the paying Party required by Law to file such Tax Return for their its share of such any Transfer Taxes, whether or not as determined under this Section 9.03, paid by it in connection with the filing of such Transfer Taxes were correctly or legally imposed Tax Return; provided however, that for the first one hundred eighty (180) days following the Closing Date, three (3) Business Days following the end of every calendar month following the Closing Date, (i) the reimbursement payments owed by the applicable Governmental Authority. The parties hereto hereby agree Seller Parties to file in a timely manner all necessary documents (including, but not limited to, all Tax Returns) the Buyer with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory to the requesting party that such Transfer Taxes have been paid by the other party. Buyer and Sellers shall procure that each relevant Affiliate of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply in accordance with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a9.03 during such calendar month shall be aggregated, (ii) the reimbursement payments owed by the Buyer to the Seller Parties with respect to Transfer Taxes paid by the Seller Parties in accordance with this Section 9.03 shall be aggregated, and (iii) (A) if the amount determined pursuant to clause (i) is greater than the amount determined pursuant to clause (ii), the Seller Parties shall promptly reimburse the Buyer for the amount of such excess, and only for the amount of such excess, and the Buyer shall make no reimbursement payment to the Seller Parties in respect of such calendar month, (B) if the amount determined pursuant to clause (ii) is greater than the amount determined pursuant to clause (i), Buyer shall promptly reimburse the Seller Parties for the amount of such excess, and only for the amount of such excess, and the Seller Parties shall make no reimbursement payment to Buyer in respect of such calendar month or (C) if the amount determined pursuant to clause (i) is equal to the amount determined pursuant to clause (ii) neither Party shall make a reimbursement payment to the other Party; provided further, that on the Closing Date reimbursement payments with respect to any Transfer Taxes paid prior to the Closing Date shall be made in accordance with the previous proviso on the Closing Date. (b) The Purchase Price is Price, the Assumed Liabilities and all other consideration under this Agreement in respect of the sale of the Transferred Assets, other than the Termination Fee, are exclusive of any applicable VAT. The To the extent in each case that (i) VAT is or becomes chargeable in respect of the sale of the Transferred Assets, the Assumed Liabilities or any other consideration or any part thereof under this Agreement, (ii) such VAT is owed by the respective Seller Party to the Taxing Authority and (iii) such VAT is recoverable (whether by credit or repayment) in full by Buyer or the representative member of any VAT group of which Buyer or the relevant Affiliate of Buyer is a member, Buyer (or such Affiliate, if applicable) shall, against delivery of a valid VAT invoice (or equivalent, if any, as required by applicable Law), in addition to any other amount expressed in this Agreement to be payable by Buyer, pay or cause to be paid to the applicable Seller Party the full amount of any VAT so charged. If and to the extent (A) VAT due in respect of the sale of the Transferred Assets (or its relevant Affiliatepart thereof) under this Agreement is owed by Buyer (or an Affiliate of Buyer, as applicable) shall issue to the Taxing Authority (reverse charge) and (B) such VAT is recoverable (whether by credit or repayment) in full by Buyer (or the applicable representative member of any VAT Group of which Buyer or the relevant Affiliate of Buyer or third party designee contemplated hereunderis a member, as the case may be) a VAT invoice in respect of any VAT required to be charged by the Seller (or its relevant Affiliate, as applicable)Buyer, such Affiliate or such representative member shall report such VAT to the relevant Taxing Authority, and the applicable Seller Party shall issue an appropriate invoice, in each case as required by applicable Law. To the extent any invoice to be prepared is not initially issued in consultation with Buyer an appropriate form or otherwise not in compliance line with applicable VAT Law and to be issued at the Relevant Closing. Neither Sellers nor any of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude of any irrecoverable VAT. (c) [Reserved.] (d) The Parties shall, to the extent permitted as determined by applicable Law (in the determination of Buyer, acting reasonably and in good faith, the Parties shall cooperate to provide such information or assistance as may be necessary to enable the issuance of such invoice consistent with VAT requirements. For the avoidance of doubt, to the extent that any VAT cannot be recovered in its entirety or in part (whether by credit or repayment) by Buyer or the representative member of any VAT group of which Buyer or the relevant Affiliate of Buyer is a member (whether such irrecoverable VAT is charged by the applicable Seller Party to Buyer or is reported and paid by Buyer under any reverse charge procedure) then such irrecoverable VAT shall be treated as a Transfer Tax and shall be economically borne fifty percent (50%) by Buyer or its relevant Affiliate on the one hand, and fifty percent (50%) by the Seller Parties on the other hand, provided that the applicable Seller Party has issued an appropriate invoice in a timely manner as required by applicable Law and otherwise shall be borne one hundred percent (100%) by the Seller Parties. For the avoidance of doubt, the provisions of this Section 9.03(b) shall not apply to the payment, if any, of the Termination Fee. (c) Notwithstanding anything to the contrary in Section 9.03(a) and Section 9.03(b), Seller and its relevant Affiliate, Elanco Vietnam Company Limited, shall economically bear one hundred percent (100%) of any VAT relevant or rechargeable in Vietnam. Seller shall cause Elanco Vietnam Company Limited to either (i) issue an invoice excluding VAT, or (ii) if required by applicable Law, issue in invoice including VAT; provided, however, that Seller shall cause (A) such VAT to be paid by Elanco Vietnam Company Limited and not by Buyer (or its relevant Affiliate), or (B) Elanco Vietnam Company Limited promptly to reimburse Buyer (or its relevant Affiliate) in full if applicable Law requires that, such VAT be paid by Buyer (or its relevant Affiliate). For the avoidance of doubt, with respect to payments to be made in Vietnam, Buyer or its relevant Affiliate will only be economically responsible for the amount stated in Schedule 3.07 relating to Vietnam, and shall not be economically responsible for any VAT in relation thereto. (d) The Local Transfer Agreements shall provide for the procedures for paying, reporting and recovering (whether by credit or repayment) any applicable VAT, in a manner consistent with the provisions of this Section 9.03. (e) Buyer and Seller each agree to timely sign and deliver (or to cause to be timely signed and delivered) such certificates, forms or invoices as may be necessary or appropriate and otherwise to cooperate to establish any available exemption from (or otherwise reduce) any Transfer Taxes or VAT (which shall include cooperating to treat the sale and transfer purchase of the Transferred Assets pursuant to this Agreement or any Local Transfer Agreement as a the transfer of a totality of assets or going concern for VAT purposes where such treatment is possible and agreeing to take all reasonably necessary steps for such treatment to apply). Buyer and Seller will use reasonable best efforts to ensure that the “Transfer of a Going Concern” (“TOGC”) rules apply to the transfer of the relevant Transferred Assets where applicable so that the transfer of the relevant Transferred Assets is neither not to be considered a supply of goods nor a supply of or services for VAT purposes. Buyer shall procure that each relevant Affiliate of Buyer and third party designee of Buyer contemplated hereunder takes such action as is required to be consistent with, and refrains from taking any action or making any omission that is inconsistent with, that TOGC treatment. With respect to any enquiry, investigation, audit, challenge or other disagreement or dispute by a relevant Tax Authority into the availability of TOGC treatment (“Enquiry”) (i) Buyer shall have control of the conduct of such Enquiry where the Buyer (or its Affiliate or third party designee contemplated hereunder, as the case may be) is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT under the reverse charge procedure; and (ii) where the applicable Seller is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT chargeable, the applicable Seller shall (A) give Buyer notice of any such Enquiry received by the Seller as soon as reasonably practicable, (B) provide or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Enquiry prior to such materials being furnished or submitted and shall consider any such comments in good faith, (C) offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority, and (D) take such action as the Buyer (at its sole expense) may reasonably direct Sapphire or the applicable Seller in writing to avoid, dispute, resist or compromise such Enquiry provided in each case that (I) Buyer shall first indemnify Sapphire and the applicable Seller (to Sapphire’s reasonable satisfaction) against any and all Losses which Sapphire and the applicable Seller may suffer or incur as a result of taking such action, and (II) the actions which Buyer may direct the applicable Seller to take do not include (x) allowing the Buyer to take on or take over the conduct of such Enquiry, (y) contesting the Enquiry before any court, tribunal or appellate body, and (z) any actions which Sapphire or the applicable Seller reasonably considers would be likely to cause a material prejudice to the Tax affairs of Sapphire or the applicable Seller. If Buyer does not direct Sapphire or the applicable Seller within 15 calendar days of its receipt of notice of the relevant Enquiry or of the relevant communication, phone conversation or meeting from or with the Tax Authority (as the case may be) or if Buyer fails to indemnify Sapphire and the applicable Seller in accordance with this Section 6.07(d)(ii)(I), Sapphire and the applicable Seller may conduct, settle or compromise such Enquiry as they see fit (acting reasonably and in good faith) and without prejudice to any of their rights under this Section 6.07. If the sale and transfer of the Transferred Assets pursuant to this Agreement was initially treated by the Parties as a TOGC but does not qualify for TOGC treatment, any and all VAT required to be charged, together with all associated interest, penalties and surcharges, if any, assessed by the Tax Authority shall be borne 100% by Buyer, and if a Seller is required by applicable Law to pay such VAT, interest, penalties and surcharges, Buyer shall promptly reimburse the Seller for such VAT, interest, penalties and surcharges. (e) The Parties agree that the following principles shall apply with respect to Section 6.07(b) and Section 6.07(d) and that the Parties shall cooperate in good faith to ensure that the economic results to both Parties are in accordance with these principles: (i) input VAT and output VAT and VAT payments and VAT recoveries (whether by credit, repayment or otherwise) should be matched up such that neither Party bears the cost of any VAT that would be recoverable by that Party or by the other Party; and (ii) the Parties shall cooperate to obtain the maximum VAT recoveries possible. (f) Sapphire To the extent that the Transactions are deemed to be within the scope of Swiss VAT legislation, the Parties agree that they will request the Swiss VAT notification procedure pursuant to Article 38 of the Swiss Value Added Tax Act (Mehrwertsteuergesetz) if applicable. The Parties shall procure that any Transferred Entity that is a member of a group reasonably cooperate in applying for VAT purposes such notification procedure, and in due course after the Closing, the Parties shall both sign the duly completed Form Nr. 764 zur Meldung nach Artikel 38 MWStG, which shall be removed from such VAT group if any person (other than a Transferred Entity) is also a member of such VAT group and no contractual or statutory liabilities of any Transferred Entity in relation to any such group for VAT purposes shall be outstanding or occur after filed with the Principal Closing DateSwiss Federal Tax Administration by the applicable Seller Party. (g) References to Buyer and Seller will cooperate with each other in connection with any person in this Section 6.07(b) – Section 6.07(f) shall, at any time such person is treated as a member of a group procedures required for VAT purposespurposes in any applicable jurisdiction, include (where appropriate including the execution of any certifications. Buyer and unless Seller will notify each other and keep each other reasonably informed of any communications made to or received from any applicable Taxing Authority in connection with the context otherwise requires) a reference to the representative member procedures required for VAT purposes in any applicable jurisdiction, including under any TOGC or group remitter of such similar VAT group at such time. (h) In the event of a conflict between the exemption provisions of this Section 6.07 and Section 6.11 with respect any provisions applicable to VAT-taxed transactions, this Section 6.07 shall controlas applicable.

Transfer Taxes and VAT. (a) All Transfer Taxes incurred in connection with the transactions contemplated by this Agreement (excluding for the avoidance of doubt Transfer Taxes in connection with the Restructuring, which will be borne exclusively by the Sellers) will be borne 50% by Buyer (or its relevant Affiliate or third party designee contemplated hereunder)Buyer, on the one hand, and 50% by Sellers (or their relevant Affiliate)Sellers, on the other hand; and if a Party is required by applicable Law to pay any Transfer Taxes then such Party shall pay such Transfer Taxes and the other Party shall, subject to receipt of reasonably satisfactory evidence of payment thereof, promptly reimburse the paying Party for their share of such Transfer Taxes, whether or not such Transfer Taxes were correctly or legally imposed by the applicable Governmental Authority. The parties hereto hereby agree to file in a timely manner all necessary documents (including, but not limited to, all Tax Returns) with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory to the requesting party that such Transfer Taxes have been paid by the other party. Buyer and Sellers shall procure that each relevant Affiliate of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a). (b) The Except as otherwise provided in this Section 6.07(b), the Purchase Price is exclusive of any applicable VAT. Subject to Section 6.07(c), if any VAT is determined by the Buyer in consultation with Seller and in compliance with applicable VAT law to be chargeable in connection with a Relevant Closing (including the transfer of any Transferred Assets, Assumed Liabilities or Transferred Entities to Buyer or an applicable Affiliate of Buyer, but excluding for the avoidance of doubt VAT in connection with the Restructuring which will be borne exclusively by the Sellers and whether (x) a Seller (or any of its Affiliates) is the VAT-taxpayer that is required to account to the relevant Taxing Authority for that VAT, or (y) the Buyer (or any of its Affiliates) is the VAT-taxpayer required to account to the relevant Taxing Authority for that VAT, any such VAT required to be accounted to a Taxing Authority shall be borne 50% by Buyer, on the one hand, and 50% by the Sellers, on the other hand, and in the case of (x) the Buyer (or the applicable Affiliate of Buyer) shall pay to the applicable Seller (or its Affiliate) an amount equal to such VAT set out in the invoice issued by the applicable Seller (or its relevant Affiliate) at the Relevant Closing and the Seller (or its applicable Affiliate) shall within ten (10) Business Days of receipt of a notice from the Buyer (or its applicable Affiliate) reimburse the Buyer (or its applicable Affiliate) 50% of such VAT charged that the Buyer (or its applicable Affiliate) is not entitled to recover as input VAT; and in the case of (y) such VAT required to be accounted for under the reverse charge procedure shall be paid by the Buyer (or any of its Affiliates) and the Sellers (or any of their Affiliates) shall pay to the Buyer 50% of the amount of such VAT on the later of (i) 10 Business Days of receipt by the Sellers of a notice from Buyer setting out the amount of or in respect of VAT so paid or payable by the Buyer (or any of its Affiliates) to the relevant Taxing Authority and (ii) two (2) Business Days before the last day on which payment of such amounts of or in respect of VAT may be made without interest or penalties. The applicable Seller (or its relevant Affiliate, as applicable) shall issue to Buyer (or the applicable Affiliate of Buyer or third party designee contemplated hereunder, as the case may beBuyer) a VAT invoice in respect of any VAT required to be charged by the Seller (or its relevant Affiliate, as applicable), such VAT invoice to be prepared in consultation with Buyer in compliance with applicable VAT Law and to be issued at the Relevant Closing. Neither Sellers nor any of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude of any irrecoverable VAT. Any VAT recovered (whether by repayment, credit or otherwise) by Buyer or its Affiliate, in connection with the transactions contemplated under this Agreement shall be paid to the relevant Sellers, and limited to any amount in fact borne by the Seller pursuant to this Section 6.07 in accordance with the provisions of Section 6.04. (c) [Reserved.] (d) The Parties shall, to the extent permitted by applicable Law (in the determination of the Buyer, acting reasonably and in good faith), treat the sale and transfer of the Transferred Assets pursuant to this Agreement or any Local Transfer Agreement as a transfer of a totality of assets or going concern (“TOGC”) that is neither a supply of goods nor a supply of services for VAT purposes. Buyer shall procure that each relevant Affiliate of Buyer and third party designee of Buyer contemplated hereunder takes such action as is required to be consistent with, and refrains from taking any action or making any omission that is inconsistent with, that TOGC treatment. With respect to Sellers shall have control of the conduct of any enquiry, investigation, audit, challenge or other disagreement or dispute by a relevant Tax Authority into the availability of TOGC treatment (“Enquiry”) (i) Buyer shall have control of the conduct of such Enquiry where the Buyer (or its Affiliate or third party designee contemplated hereunder, as the case may be) is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT under the reverse charge procedure; and (ii) where the applicable Seller is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT chargeable, the applicable Seller shall (A) give Buyer notice of any such Enquiry received by the Seller as soon as reasonably practicable, (B) provide or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Enquiry prior to such materials being furnished or submitted and shall consider any such comments in good faith, (C) offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority, and (D) take such action as the Buyer (at its sole expense) may reasonably direct Sapphire or the applicable Seller in writing to avoid, dispute, resist or compromise such Enquiry provided in each case that (I) Buyer shall first indemnify Sapphire and the applicable Seller (to Sapphire’s reasonable satisfaction) against any and all Losses which Sapphire and the applicable Seller may suffer or incur as a result of taking such action, and (II) the actions which Buyer may direct the applicable Seller to take do not include (x) allowing the Buyer to take on or take over the conduct of such Enquiry, (y) contesting the Enquiry before any court, tribunal or appellate body, and (z) any actions which Sapphire or the applicable Seller reasonably considers would be likely to cause a material prejudice to the Tax affairs of Sapphire or the applicable Seller. If Buyer does not direct Sapphire or the applicable Seller within 15 calendar days of its receipt of notice of the relevant Enquiry or of the relevant communication, phone conversation or meeting from or with the Tax Authority (as the case may be) or if Buyer fails to indemnify Sapphire and the applicable Seller in accordance with this the provisions of Section 6.07(d)(ii)(I6.02(b) (including the provisions for Buyer participation set forth in such Section), Sapphire and the applicable Seller may conduct, settle or compromise such Enquiry as they see fit (acting reasonably and in good faith) and without prejudice to any of their rights under this Section 6.07. If the sale and transfer of the Transferred Assets pursuant to this Agreement was initially treated by the Parties as a TOGC but does not qualify for TOGC treatment, any and all VAT required to be charged, together with all associated interest, penalties and surcharges, if any, assessed by the Tax Authority shall be borne 10050% by Buyer, on the one hand, and 50% by the Sellers on the other hand and if a Seller Party is required by applicable Law to pay such VAT, interest, penalties and surcharges, Buyer the other Party shall promptly reimburse the Seller paying party for their share of such VAT, interest, penalties and surcharges. (ed) The Parties agree that the following principles shall apply with respect to Section 6.07(b) and Section 6.07(d6.07(c) and that the Parties shall cooperate in good faith to ensure that the economic results to both Parties are in accordance with these principles: (i) input VAT and output VAT and VAT payments and VAT recoveries (whether by credit, repayment or otherwise) should be matched up such that neither Party bears the cost of any VAT that would be recoverable by that Party or by the other Party; and (ii) the Parties shall cooperate to obtain the maximum VAT recoveries possible. (fe) Sapphire shall procure that any Transferred Entity that is a member of a group for VAT purposes shall be removed from such VAT group if any person (other than a Transferred Entity) is also a member of such VAT group and no contractual or statutory liabilities of any Transferred Entity in relation to any such group for VAT purposes shall be outstanding or occur after the Principal Closing Date. (gf) References to any person in this Section 6.07(b) – Section 6.07(f) shall, at any time such person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or group remitter of such VAT group at such time. (hg) In the event of a conflict between the provisions of this Section 6.07 and Section 6.11 with respect to VAT, this Section 6.07 shall control.

Transfer Taxes and VAT. (a) All Affinia shall be responsible for and shall pay any and all Transfer Taxes incurred in connection with up to and not to exceed $1 million, regardless of the transactions contemplated by this Agreement (excluding Person liable for the avoidance of doubt such Taxes under applicable Law. Xxxx shall be responsible for and shall pay all Transfer Taxes in connection with excess of $1 million, regardless of the Restructuring, which will be borne exclusively by the Sellers) will be borne 50% by Buyer (Person liable for such Taxes under applicable Law. Xxxx and Affinia shall reasonably cooperate to reduce or its relevant Affiliate or third party designee contemplated hereunder), on the one hand, and 50% by Sellers (or their relevant Affiliate), on the other hand; and if a Party is required by applicable Law to pay eliminate any Transfer Taxes then such Party shall pay such Transfer Taxes and the other Party shall, subject to receipt of reasonably satisfactory evidence of payment thereof, promptly reimburse the paying Party for their share of such potential Transfer Taxes, whether or not including obtaining available Transfer Tax exemption certificates (such Transfer Taxes were correctly or legally imposed by as sales and use Tax blanket exemption certificates) from the applicable Governmental Authority. The parties hereto hereby agree to file in a timely manner all necessary documents (includingstate, but not limited to, all Tax Returns) with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory to the requesting party that such Transfer Taxes have been paid by the other party. Buyer and Sellers shall procure that each relevant Affiliate of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a)local or foreign taxing jurisdictions. (b) The amount of any payment for a supply of goods and services or the value of any supply made or deemed to be made by Xxxx or any Xxxx Entity pursuant to the Purchase Price Agreement or pursuant to any agreement that is intended to effect the transfer of the Purchased Assets and the Assumed Liabilities shall be exclusive of any applicable VATVAT properly chargeable on the supply (as such amount was agreed by Affinia and Xxxx prior to Closing), and the amount of such VAT shall be paid by the recipient of such supply (the “VAT Payor”) in addition to any payment due under the Purchase Agreement (provided that the party making the supply of goods or services (the “VAT Payee”) has issued a proper VAT invoice), or if no payment is due, shall be paid at the time a proper VAT invoice is issued. The applicable Seller (or its relevant Affiliateparties intend that the Purchased Assets and the Assumed Liabilities shall, wherever possible, be sold as applicable) shall issue to Buyer (or the applicable Affiliate of Buyer or third party designee contemplated hereunder, as the case may be) a VAT invoice in respect going concern for purposes of any VAT required to be charged by the Seller (or its relevant Affiliate, as applicable), such VAT invoice to be prepared in consultation with Buyer in compliance with applicable VAT Law legislation, so that such sale is outside the scope of VAT, and, in each jurisdiction where the parties consider this possible, Xxxx and Affinia shall, and shall cause their respective Affiliates to, use reasonable efforts to be issued at secure the Relevant Closing. Neither Sellers nor any availability of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude of any irrecoverable VATsuch treatment. (c) [Reserved.] In the event that a VAT Payor (dor another member of such VAT Payor’s VAT group) The Parties has not obtained the benefit of a refund, offset or credit of the full amount of VAT paid by such VAT Payor to the relevant VAT Payee pursuant to the Purchase Agreement within three years of the date such VAT was paid, Xxxx shall pay to Affinia 50% of the amount of any VAT for which no such refund, offset or credit was obtained. In the event that a VAT Payor (or another member of such VAT Payor’s VAT group) subsequently receives the benefit of a refund, offset or credit relating to such VAT, Affinia shall promptly pay to Xxxx 50% of any such refund, offset or credit. Affinia shall promptly provide Dana with a reasonably detailed written account of each refund, repayment or credit of VAT paid pursuant to the Purchase Agreement obtained by the VAT Payor. Affinia and Xxxx shall, and shall cause the Affinia Entities and Xxxx Entities, respectively to, use commercially reasonable efforts to obtain and maximize the recovery of all refunds, offsets or credits relating to VAT payable pursuant to the extent permitted by applicable Law (in Purchase Agreement and to minimize the determination amount of Buyernonrecoverable VAT. Subject to the foregoing, acting reasonably and in good faith), treat the sale and transfer of the Transferred Assets pursuant to this Agreement or any Local Transfer Agreement as a transfer of a totality of assets or going concern (“TOGC”) that is neither a supply of goods nor a supply of services for VAT purposes. Buyer shall procure that each relevant Affiliate of Buyer and third party designee of Buyer contemplated hereunder takes such action as is required to be consistent with, and refrains from taking any action or making any omission that is inconsistent with, that TOGC treatment. With respect to any enquiry, investigation, audit, challenge or other disagreement or dispute by a relevant Tax Authority into the availability of TOGC treatment (“Enquiry”) (i) Buyer Affinia shall have control the preparation of the conduct of such Enquiry where the Buyer (all Tax returns relating to VAT payable hereunder or its Affiliate or third party designee contemplated hereunder, as the case may be) is the VAT-taxpayer that is required to account pursuant to the relevant Taxing Authority for any VAT under the reverse charge procedure; Purchase Agreement, and (ii) where the applicable Seller is the VAT-taxpayer that is required any Tax Proceeding relating to account VAT payable hereunder or pursuant to the relevant Taxing Authority for Purchase Agreement or any VAT chargeablerefund, the applicable Seller shall (A) give Buyer notice of any such Enquiry received by the Seller as soon as reasonably practicable, (B) provide offset or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Enquiry prior to such materials being furnished or submitted and shall consider any such comments in good faith, (C) offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority, and (D) take such action as the Buyer (at its sole expense) may reasonably direct Sapphire or the applicable Seller in writing to avoid, dispute, resist or compromise such Enquiry provided in each case that (I) Buyer shall first indemnify Sapphire and the applicable Seller (to Sapphire’s reasonable satisfaction) against any and all Losses which Sapphire and the applicable Seller may suffer or incur as a result of taking such action, and (II) the actions which Buyer may direct the applicable Seller to take do not include (x) allowing the Buyer to take on or take over the conduct credit of such Enquiry, (y) contesting the Enquiry before any court, tribunal or appellate body, and (z) any actions which Sapphire or the applicable Seller reasonably considers would VAT shall be likely to cause a material prejudice to the Tax affairs of Sapphire or the applicable Seller. If Buyer does not direct Sapphire or the applicable Seller within 15 calendar days of its receipt of notice of the relevant Enquiry or of the relevant communication, phone conversation or meeting from or with the Tax Authority (as the case may be) or if Buyer fails to indemnify Sapphire and the applicable Seller conducted in accordance with this the principles set forth in Section 6.07(d)(ii)(I), Sapphire and the applicable Seller may conduct, settle or compromise such Enquiry as they see fit (acting reasonably and in good faith4(b) and without prejudice to any of their rights under this Section 6.07. If the sale and transfer of the Transferred Assets pursuant to this Agreement was initially treated by the Parties as a TOGC but does not qualify for TOGC treatment, any and all VAT required to be charged, together with all associated interest, penalties and surcharges, if any, assessed by the Tax Authority shall be borne 100% by Buyer, and if a Seller is required by applicable Law to pay such VAT, interest, penalties and surcharges, Buyer shall promptly reimburse the Seller for such VAT, interest, penalties and surchargesabove. (e) The Parties agree that the following principles shall apply with respect to Section 6.07(b) and Section 6.07(d) and that the Parties shall cooperate in good faith to ensure that the economic results to both Parties are in accordance with these principles: (i) input VAT and output VAT and VAT payments and VAT recoveries (whether by credit, repayment or otherwise) should be matched up such that neither Party bears the cost of any VAT that would be recoverable by that Party or by the other Party; and (ii) the Parties shall cooperate to obtain the maximum VAT recoveries possible. (f) Sapphire shall procure that any Transferred Entity that is a member of a group for VAT purposes shall be removed from such VAT group if any person (other than a Transferred Entity) is also a member of such VAT group and no contractual or statutory liabilities of any Transferred Entity in relation to any such group for VAT purposes shall be outstanding or occur after the Principal Closing Date. (g) References to any person in this Section 6.07(b) – Section 6.07(f) shall, at any time such person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or group remitter of such VAT group at such time. (h) In the event of a conflict between the provisions of this Section 6.07 and Section 6.11 with respect to VAT, this Section 6.07 shall control.

Transfer Taxes and VAT. (ai) All Transfer Notwithstanding anything herein to the contrary, each of the Seller and the Purchaser shall pay (or otherwise bear) 50% of any transfer, documentary, sales, use, stamp, registration and other similar Taxes or notarial fees (other than VAT) incurred in connection with the transactions contemplated by under this Agreement (excluding for all such items so incurred are referred to herein collectively as “Transfer Taxes”); provided that if the avoidance of doubt Transfer Taxes in connection with Seller or the Restructuring, which will be borne exclusively by the Sellers) will be borne 50% by Buyer (or its relevant Affiliate or third party designee contemplated hereunder), on the one hand, and 50% by Sellers (or their relevant Affiliate), on the other hand; and if a Party Purchaser is required by applicable Law to pay any Transfer Taxes then that are to be borne by the other party pursuant to this Section 5.20(d)(i), such Party other party shall pay such Transfer Taxes and the other Party shallSeller or the Purchaser, subject to receipt of reasonably satisfactory evidence of payment thereofas applicable, shall promptly reimburse such other party for such payment; provided, further, that, notwithstanding the paying Party for their share foregoing, the Seller shall pay (or other otherwise bear) 100% of such Transfer Taxes, whether or not such any Transfer Taxes were correctly or legally imposed by incurred in connection with the applicable Governmental AuthorityReorganization. The parties hereto hereby agree will use commercially reasonable efforts to file in a timely manner all necessary documents (including, but not limited to, all Tax Returns) with respect to all such amounts. Upon a request by either party, the other party shall provide the requesting party with evidence reasonably satisfactory reduce or eliminate to the requesting party that such extent permitted by Law the amount of Transfer Taxes have been paid by the other party. Buyer and Sellers shall procure that each relevant Affiliate of Buyer, third party designee of Buyer and each relevant Affiliate of Sellers contemplated hereunder shall comply incurred in connection with all obligations of that relevant Affiliate of Buyer, third party designee of Buyer and relevant Affiliate of Sellers, respectively, as set out under this Section 6.07(a). (b) The Purchase Price is exclusive of any applicable VAT. The applicable Seller (or its relevant Affiliate, as applicable) shall issue to Buyer (or the applicable Affiliate of Buyer or third party designee contemplated hereunder, as the case may be) a VAT invoice in respect of any VAT required to be charged by the Seller (or its relevant Affiliate, as applicable), such VAT invoice to be prepared in consultation with Buyer in compliance with applicable VAT Law and to be issued at the Relevant Closing. Neither Sellers nor any of their Affiliates shall waive any VAT exemption in relation to any of the transactions contemplated under this Agreement. Buyer and Sellers shall cooperate in good faith to minimize the magnitude If either Seller or Purchaser receives any refund, credit or recovery of any irrecoverable VATTransfer Tax that was shared by the parties in accordance with this Section 5.20(d)(i), such party shall promptly pay to the other party such other party’s share of such refund, credit or recovery, net of any reasonable out-of-pocket costs and expenses. (cii) [ReservedAll necessary Tax Returns and other documentation with respect to all such Transfer Taxes shall be filed by the Purchaser; provided that the Seller will reasonably cooperate with the Purchaser in the preparation, execution and filing of any such Tax Returns and other documentation as necessary.] (diii) The Parties shallparties agree that the Purchase Price payable and subject to adjustment as set forth in Section 1.5 and Section 1.8 is exclusive of any VAT chargeable thereon and any such VAT will be borne equally by the Purchaser and the Seller; provided that such VAT will be borne solely by the Purchaser if such VAT is recoverable by the Purchaser. The parties will use commercially reasonable efforts to reduce or eliminate to the extent permitted by Law the amount of such VAT, including by using commercially reasonable efforts to treat any applicable transfers as transfers of going concern and to register for VAT purposes in the applicable jurisdiction imposing such VAT to the extent permitted by applicable Law (in the determination of Buyer, acting reasonably and in good faith), treat the sale and transfer of the Transferred Assets pursuant to this Agreement or any Local Transfer Agreement as a transfer of a totality of assets or going concern (“TOGC”) that is neither a supply of goods nor a supply of services for VAT purposes. Buyer shall procure that each relevant Affiliate of Buyer and third party designee of Buyer contemplated hereunder takes such action as is required to be consistent with, and refrains from taking any action or making any omission that is inconsistent with, that TOGC treatment. With respect to any enquiry, investigation, audit, challenge or other disagreement or dispute by a relevant Tax Authority into the availability of TOGC treatment (“Enquiry”) (i) Buyer shall have control of the conduct of such Enquiry where the Buyer (or its Affiliate or third party designee contemplated hereunder, as the case may be) is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT under the reverse charge procedure; and (ii) where the applicable Seller is the VAT-taxpayer that is required to account to the relevant Taxing Authority for any VAT chargeable, the applicable Seller shall (A) give Buyer notice of any such Enquiry received by the Seller as soon as reasonably practicable, (B) provide or forward all material written communications from the relevant Tax Authority to Buyer and offer Buyer an opportunity to comment on any such written materials in connection with such Enquiry prior to such materials being furnished or submitted and shall consider any such comments in good faith, (C) offer Buyer an opportunity to participate in any phone conversations or meetings with the relevant Tax Authority, and (D) take such action as the Buyer (at its sole expense) may reasonably direct Sapphire or the applicable Seller in writing to avoid, dispute, resist or compromise such Enquiry provided in each case that (I) Buyer shall first indemnify Sapphire and the applicable Seller (to Sapphire’s reasonable satisfaction) against any and all Losses which Sapphire and the applicable Seller may suffer or incur as a result of taking such action, and (II) the actions which Buyer may direct the applicable Seller to take do not include (x) allowing the Buyer to take on or take over the conduct of such Enquiry, (y) contesting the Enquiry before any court, tribunal or appellate body, and (z) any actions which Sapphire or the applicable Seller reasonably considers would be likely to cause a material prejudice to the Tax affairs of Sapphire or the applicable Seller. If Buyer does not direct Sapphire or the applicable Seller within 15 calendar days of its receipt of notice of the relevant Enquiry or of the relevant communication, phone conversation or meeting from or with the Tax Authority (as the case may be) or if Buyer fails to indemnify Sapphire and the applicable Seller in accordance with this Section 6.07(d)(ii)(I), Sapphire and the applicable Seller may conduct, settle or compromise such Enquiry as they see fit (acting reasonably and in good faith) and without prejudice to any of their rights under this Section 6.07. If the sale and transfer of the Transferred Assets pursuant to this Agreement was initially treated by the Parties as a TOGC but does not qualify for TOGC treatment, any and all VAT required to be charged, together with all associated interest, penalties and surcharges, if any, assessed by the Tax Authority shall be borne 100% by Buyer, and if a Seller is required by applicable Law to pay such VAT, interest, penalties and surcharges, Buyer shall promptly reimburse the Seller for such VAT, interest, penalties and surchargesLaw. (e) The Parties agree that the following principles shall apply with respect to Section 6.07(b) and Section 6.07(d) and that the Parties shall cooperate in good faith to ensure that the economic results to both Parties are in accordance with these principles: (i) input VAT and output VAT and VAT payments and VAT recoveries (whether by credit, repayment or otherwise) should be matched up such that neither Party bears the cost of any VAT that would be recoverable by that Party or by the other Party; and (ii) the Parties shall cooperate to obtain the maximum VAT recoveries possible. (f) Sapphire shall procure that any Transferred Entity that is a member of a group for VAT purposes shall be removed from such VAT group if any person (other than a Transferred Entity) is also a member of such VAT group and no contractual or statutory liabilities of any Transferred Entity in relation to any such group for VAT purposes shall be outstanding or occur after the Principal Closing Date. (g) References to any person in this Section 6.07(b) – Section 6.07(f) shall, at any time such person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or group remitter of such VAT group at such time. (h) In the event of a conflict between the provisions of this Section 6.07 and Section 6.11 with respect to VAT, this Section 6.07 shall control.