Common use of Assistance and Cooperation Clause in Contracts

Assistance and Cooperation. (a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 9. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) a member of the Grace Group, on the one hand, or a member of the GCP Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies shall cooperate pursuant to this Section 8 to seek any relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, and the Group whose member suffered the Tax detriment shall reimburse the other Group for all costs and expenses incurred by any of such other Group’s members in connection thereto.

Assistance and Cooperation. (a) The Companies Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies Parties and their Affiliates Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the any other Company Party and its Affiliates reasonably available to such other Company Party as provided in Section 9Article VIII of this Agreement. Each of the Companies Parties shall also make available to the otherany other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) a Worthington Steel and each other member of the Grace GroupWorthington Steel Group shall cooperate with New Worthington and take any and all actions reasonably requested by New Worthington in connection with the Tax Advice (including, on the one handwithout limitation, by making any new representation or a covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that neither Worthington Steel nor any other member of the GCP Group, on the other hand, suffers a Tax detriment Worthington Steel Group shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 future matters or more (or an equivalent foreign currency amountevents over which it has no control), then the Companies shall cooperate pursuant to this Section 8 to seek any relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, and the Group whose member suffered the Tax detriment shall reimburse the other Group for all costs and expenses incurred by any of such other Group’s members in connection thereto.

Assistance and Cooperation. (a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 9Article VIII. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) In the event that a member of the Grace ParentCo Group, on the one hand, or a member of the GCP SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies shall cooperate pursuant to this Section 8 Article VII to seek any competent authority relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, . SpinCo shall cooperate with ParentCo and the Group whose member suffered take any and all actions reasonably requested by ParentCo in connection with obtaining the Tax detriment shall reimburse the other Group for all costs and expenses incurred Opinions (including by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any of such other Group’s members in connection theretoTax Advisor; provided that SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

Assistance and Cooperation. (a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 9Article VIII. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) In the event that a member of the Grace Manitowoc ParentCo Group, on the one hand, or a member of the GCP SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies shall cooperate pursuant to this Section 8 Article VII to seek any competent authority relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, . SpinCo shall cooperate with Manitowoc ParentCo and the Group whose member suffered take any and all actions reasonably requested by Manitowoc ParentCo in connection with obtaining the Tax detriment shall reimburse the other Group for all costs and expenses incurred Opinion (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any of such other Group’s members in connection theretoTax Advisor; provided that SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

Assistance and Cooperation. (a) The Companies Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies Parties and their Affiliates Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the any other Company Party and its Affiliates reasonably available to such other Company Party as provided in Section 98 of this Agreement. Each of the Companies Parties shall also make available to the otherany other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) a SMTA and each other member of the Grace SMTA Group, on the one hand, or a and SRC and member of the GCP SRC Group, on the other hand, suffers shall cooperate with each other and take any and all actions reasonably requested by the other in connection with obtaining a Tax detriment as a result of a Transfer Pricing Adjustment and Opinion or Ruling (B) the amount of such Tax detrimentincluding, in addition to the amount of without limitation, by making any other Tax detriment(s) resulting from a Transfer Pricing Adjustmentnew representation or covenant, is US$500,000 confirming any previously made representation or more (covenant or an equivalent foreign currency amount), then the Companies shall cooperate pursuant to this Section 8 to seek providing any relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, and the Group whose member suffered the Tax detriment shall reimburse the other Group for all costs and expenses incurred materials or information requested by any of such other Group’s members in connection theretoTax Advisor; provided that no one shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events occurring after December 31, 2018 or over which it has no control).

Assistance and Cooperation. (a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s 's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessedTaxes. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) In the event that a member of the Grace Trinity Group, on the one hand, or a member of the GCP Arcosa Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies shall cooperate pursuant to this Section 8 7 to seek any competent authority relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, . Arcosa shall cooperate with Trinity and the Group whose member suffered take any and all actions reasonably requested by Trinity in connection with obtaining the Tax detriment Opinions or the Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, Arcosa shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). The requesting Company shall reimburse the other Group Company for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of the other Group's personnel, incurred by any the cooperating Group in complying with this Section 7.01(a) within ten Business Days after receiving an invoice from the cooperating Company therefor; provided that neither Company shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such other Group’s members cooperating Group personnel expenses exceeds $10,000 or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds 50 hours. The Transition Services Agreement, dated as of October 31, 2018, by and between Trinity and Arcosa, and the schedules thereto, shall govern the payment for inter-Group support and services in respect of Tax items expressly provided for therein, and the preceding sentence shall not apply with respect to such Tax items.

Assistance and Cooperation. (a) The Companies Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies Parties and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of TaxesRefund, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed, and (v) preparation of the provision for Taxes to be reported in IP RemainCo’s year-end financial statements for the year of the Distribution. Such cooperation shall include making all information and documents in their possession relating to the other Company Party and its Affiliates available to such other Company Party as provided in Section 9. Each of the Companies Parties shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees employees, and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) In the event that a member of the Grace IP RemainCo Group, on the one hand, or a member of the GCP Product SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies Parties shall cooperate pursuant to this Section 8 to seek any competent authority relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, . Product SpinCo shall cooperate with IP RemainCo and take any and all actions reasonably requested by IP RemainCo in connection with obtaining and maintaining the Group whose member suffered effectiveness of the Tax detriment Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant, or providing any materials or information requested by any Tax Advisor or Taxing Authority); provided, that, Product SpinCo shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control. The requesting Party shall reimburse the other Group Party for all third-party and reasonable costs and expenses, including $200 per hour for expenses incurred by any relating to the utilization of such the other Group’s members personnel, incurred by the cooperating Group in complying with this Section 8.01(a); provided, that, neither Party shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $10,000 or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds 50 hours (it being expressly understood and acknowledged that all cooperation requested by a Party pursuant to this Section 8.01(a) shall count against such $10,000 and 50 hour thresholds, and such thresholds shall not apply on a per-month or per-invoice basis). A Party entitled to reimbursement pursuant to the preceding sentence (x) may issue an invoice for reimbursement in the month following the month in which the applicable cooperation was provided, but (y) shall, in any event, issue an invoice for such reimbursement no later than thirty (30) days after the end of the fiscal quarter in which the applicable cooperation was provided, and each invoice shall set forth a description of the cooperation provided. Each invoice shall be payable within forty-five (45) days after the requesting Party’s receipt of the invoice. The Transition Services Agreement, dated as of October 1, 2022, by and between IP RemainCo and Product SpinCo, and the schedules thereto, shall govern the payment for inter-Group support and services in respect of Tax items expressly provided for therein, and the preceding three sentences shall not apply with respect to such Tax items.

Assistance and Cooperation. (a) The Companies Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies Parties and their Affiliates Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the any other Company Party and its Affiliates reasonably available to such other Company Party as provided in Section 98 of this Agreement. Each of the Companies Parties shall also make available to the otherany other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) a ESAB and each other member of the Grace GroupESAB Group shall cooperate with Colfax and take any and all actions reasonably requested by Colfax in connection with the Pre-Distribution Ruling and Tax Advice (including, on the one handwithout limitation, by making any new representation or a covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided, that neither ESAB nor any other member of the GCP Group, on the other hand, suffers a Tax detriment ESAB Group shall be required to make or confirm any representation or covenant that is inconsistent with historical facts or as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 future matters or more (or an equivalent foreign currency amountevents over which it has no control), then the Companies shall cooperate pursuant to this Section 8 to seek any relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, and the Group whose member suffered the Tax detriment shall reimburse the other Group for all costs and expenses incurred by any of such other Group’s members in connection thereto.

Assistance and Cooperation. (a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) In the event that a member of the Grace DuPont Group, on the one hand, or a member of the GCP Chemours Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies shall cooperate pursuant to this Section 8 7 to seek any competent authority relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, . Chemours shall cooperate with DuPont and the Group whose member suffered take any and all actions reasonably requested by DuPont in connection with obtaining the Tax detriment shall reimburse the other Group for all costs and expenses incurred Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any of such other Group’s members in connection theretoTax Advisor or Tax Authority; provided that, Chemours shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

Assistance and Cooperation. (a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessedTaxes. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 98. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) In the event that a member of the Grace Trinity Group, on the one hand, or a member of the GCP Arcosa Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies shall cooperate pursuant to this Section 8 7 to seek any competent authority relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, . Arcosa shall cooperate with Trinity and the Group whose member suffered take any and all actions reasonably requested by Trinity in connection with obtaining the Tax detriment Opinions or the Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, Arcosa shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). The requesting Company shall reimburse the other Group Company for all third-party and other reasonable costs and expenses, including $200 per hour for expenses incurred by any relating to the utilization of such the other Group’s members personnel, incurred by the cooperating Group in complying with this Section 7.01(a) within ten Business Days after receiving an invoice from the cooperating Company therefor; provided that neither Company shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $10,000 or the aggregate time spent by the cooperating Group personnel in connection theretowith such cooperation exceeds 50 hours.

Assistance and Cooperation. (a) The Companies Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies Parties and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company Party and its Affiliates reasonably available to such other Company Party as provided in Section 9Article VIII of this Agreement. Each of the Companies Parties shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. If (A) a member of the Grace Group, on the one hand, or a member of the GCP Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment and (B) the amount of such Tax detriment, in addition to the amount of any other Tax detriment(s) resulting from a Transfer Pricing Adjustment, is US$500,000 or more (or an equivalent foreign currency amount), then the Companies The Cyclerion Group shall cooperate pursuant with Ironwood and take any and all actions reasonably requested by Ironwood in connection with obtaining the Unqualified Tax Opinion or Post-Distribution Ruling (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials FOIA Confidential Treatment Requested by Cyclerion Therapeutics, Inc. Pursuant to this Section 8 to seek any relief from the relevant Tax Authority that may be available with respect to such Transfer Pricing Adjustment, and the Group whose member suffered the Tax detriment shall reimburse the other Group for all costs and expenses incurred 17 CFR 200.83 or information requested by any of such other Group’s members in connection theretoTax Advisor; provided that Cyclerion shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).