Common use of Retention of Tax Records Clause in Contracts

Retention of Tax Records. Each Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be material in the administration of any matter under the Code or other applicable Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer material in the administration of any matter under the Code or other applicable Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of Remainco and Spinco shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Remainco shall preserve and keep all other Tax Records relating to Taxes of the Remainco and Spinco Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of Remainco and Spinco may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartyParties. If, prior to the Retention Date, a Party (a) Remainco or Spinco reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8.01 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agreesParties agree, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartyParties. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of TFMC and TEN shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood TFMC shall preserve and keep all other Tax Records relating to Taxes of the Groups TFMC Group and TEN Group for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of TFMC and TEN may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party (a) TFMC or TEN reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII VI are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 6.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ix) the expiration of any applicable statutes of limitations, or and (iiy) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9.01 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party SpinCo determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party SpinCo may decommission decomission or discontinue such program or system upon ninety (90) Business Daysdays’ prior notice to the other Party Parent and the other Party Parent shall have the opportunity, at its SpinCo’s cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer required to be kept by applicable Tax Law (or other applicable law) or are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party SpinCo may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party ParentCo, and the other Party ParentCo shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system. If, at any time prior to the Retention Date, ParentCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then ParentCo may decommission or discontinue such program or system upon 90 days’ prior notice to SpinCo, and SpinCo shall have the opportunity, at its cost and expense, to copy, within such 90-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood HoldCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8.5 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty ninety (6090) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of related work papers and other documentation in its Group for Pre-Distribution Periods, and Ironwood shall preserve and keep all other Tax Records relating to Taxes possession as of the Groups for Pre-Distribution Periods, date hereof for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days60 days’ prior written notice to the other PartyParties. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agreesParties agree, then such first Party may dispose of such Tax Records upon sixty (60) Business Days60 days’ prior notice to the other PartyParties. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day -day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Company may decommission or discontinue such program or system upon ninety (90) Business Days60 days’ prior notice to the other Party Parties and the other Party Parties shall have the opportunity, at its their cost and expense, to copy, within such ninety (90) Business Day 60-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Distributing shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines SpinCo determine to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party SpinCo may decommission or discontinue such program or system upon ninety (90) Business Daysdays’ prior notice to the other Party Distributing and the other Party Distributing shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of NLOP and WPC shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date filing of the Tax Return to which they relate (such later date, the “Retention Date”). After the Retention Date, each Party of NLOP and WPC may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartyRecords. If, prior to the Retention Date, a Party NLOP or WPC reasonably determines determine that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII 7 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 7.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Pluto shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution PeriodsPeriods (such Tax Records “Pre-Distribution Tax Records”), for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Pre-Distribution Tax Records upon sixty (60) Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Pre-Distribution Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Pre-Distribution Tax Records upon sixty (60) Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Pre-Distribution Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Pre-Distribution Tax Records. If, at any time prior to the Retention Date, a Party Spinco determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Pre-Distribution Tax Records, then such Party Spinco may decommission or discontinue such program or system upon ninety (90) Business Daysdays’ prior notice to the other Party Pluto and the other Party Pluto shall have the opportunity, at its cost and expense, to copy, within such ninety sixty (9060) Business Day period, all or any part of the underlying data relating to the Pre-Distribution Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood MMC shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party one of the Companies determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Company may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Remainco shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty ninety (60) Business Day 90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Company may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day 90)- day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Alkermes shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be material in the administration of any matter under the Code or other applicable Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer material in the administration of any matter under the Code or other applicable Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Pfizer shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Zoetis determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Zoetis may decommission decomission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party Pfizer and the other Party Pfizer shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood bluebird shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be material in the administration of any matter under the Code or other applicable Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer material in the administration of any matter under the Code or other applicable Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood HP shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 90 Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 90 Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Company may decommission or discontinue such program or system upon ninety (90) 90 Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of New Worthington and Worthington Steel shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood New Worthington shall preserve and keep all other Tax Records relating to Taxes of the New Worthington and Worthington Steel Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of New Worthington and Worthington Steel may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party (a) New Worthington or Worthington Steel reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party The Companies shall preserve and keep all Tax Records in their possession and exclusively relating to the assets and activities of its their Group for Pre-Distribution Periods, and Ironwood Ralcorp shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party a Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartyCompanies. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agreesCompanies agree, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartyCompanies. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Post determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Post may decommission or discontinue such program or system upon ninety (90) Business Daysdays’ prior notice to the other Party Ralcorp and the other Party Ralcorp shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood IP RemainCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to provided that the other PartyCompany has not requested in writing within 30 days following the Retention Date the opportunity to copy or remove all or any part of such Tax Records. Upon such written request, the requesting Company shall have the opportunity, at its cost and expense, to copy or remove, within 30 days of such request, all or any part of such Tax Records and the other Company may dispose of such Tax Records following such 30 day period. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agreesCompany agrees in writing, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Enova determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Enova may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior written notice to the other Party Parent and the other Party Parent shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Motorola shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines SpinCo determine to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party SpinCo may decommission decomission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party Motorola and the other Party Motorola shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Valero shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to provided that the other PartyCompany has not requested in writing within 30 days following the Retention Date the opportunity to copy or remove all or any part of such Tax Records. Upon such written request, the requesting Company shall have the opportunity, at its cost and expense, to copy or remove, within 30 days of such request, all or any part of such Tax Records and the other Company may dispose of Such Tax Records following such 30 day period. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agreesCompany agrees in writing, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days’ 90 days' prior written notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Corner Store determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Corner Store may decommission or discontinue such program or system upon ninety (90) Business Days’ 90 days' prior written notice to the other Party Valero and the other Party Valero shall have the opportunity, at its cost and 29 expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of related work papers and other documentation in its Group for Pre-Distribution Periods, and Ironwood shall preserve and keep all other Tax Records relating to Taxes possession as of the Groups for Pre-Distribution Periods, date hereof for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Outdoor Americas determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Outdoor Americas may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party CBS and the other Party CBS shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of PDL and LENSAR shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group Entities for Pre-Distribution Periods, and Ironwood PDL shall preserve and keep all other Tax Records relating to Taxes of the Groups PDL and LENSAR Entities for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of PDL and LENSAR may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party (a) PDL or LENSAR reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 7.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood NTELOS shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines Wireline determine to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Wireline may decommission decomission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party NTELOS and the other Party NTELOS shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution PeriodsPeriods (including Tax Records relevant to the abandoned property audits commenced prior to the date hereof in the possession of the Spinco Group, including electronic records in the Spinco Group’s SAP Software Solutions or Navision systems), and Ironwood Remainco shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty ninety (60) Business Day 90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax RecordsRecords (including electronic records in the Spinco Group’s SAP Software Solutions or Navision systems), then such Party Company may decommission or discontinue such program or system upon ninety (90) Business Daysdays’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day 90)-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood DuPont shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Chemours determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Chemours may decommission decomission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party DuPont and the other Party DuPont shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood SunEdison shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which that it would otherwise be required to preserve and keep under this Article VIII Section 7 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agreesCompany agrees in writing to such determination, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 7.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party either Company determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Company may decommission decomission or discontinue such program or system upon ninety sixty (9060) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety sixty (9060) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Distributing shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines SpinCo determine to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party SpinCo may decommission decomission or discontinue such program or system upon ninety (90) Business Daysdays’ prior notice to the other Party Distributing and the other Party Distributing shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Trinity shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) two years after the expiration of any applicable statutes of limitations, or (ii) seven (7) ten years after the Distribution Date (such later date, the “"Retention Date”"). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Arcosa determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Arcosa may decommission or discontinue such program or system upon ninety (90) Business Days’ 90 days' prior notice to the other Party Trinity and the other Party Trinity shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Biogen shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, (a) a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Agilent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Keysight determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Keysight may decommission or discontinue such program or system upon ninety (90) Business Daysdays’ prior notice to the other Party Agilent and the other Party Agilent shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of BTC Spinco and Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “"Retention Date”"). After the Retention Date, each Party of BTC Spinco and Company may dispose of such Tax Records upon sixty (60) Business Days’ ' prior written notice to the other Party. If, prior to the Retention Date, a Party (a) BTC Spinco or Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ ' prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ ' prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Manitowoc ParentCo shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party SpinCo determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party SpinCo may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party Manitowoc ParentCo and the other Party Manitowoc ParentCo shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of Colfax and ESAB shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Colfax shall preserve and keep all other Tax Records relating to Taxes of the Colfax and ESAB Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of Colfax and ESAB may dispose of such Tax Records upon sixty (60) Business Days’ at any time prior to receiving written notice to from the other PartyParty that such other Party will take possession of such Tax Records. If, prior to the Retention Date, a Party (a) Colfax or ESAB reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartyParty unless such Party receives prior written notice from such other Party that it will take possession of such Tax Records. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified A Party providing timely written notice that it intends to take possession of Tax Records pursuant to this Section 8.01 shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day periodDays of providing such notification, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of DDR and RVI shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood DDR shall preserve and keep all other Tax Records relating to Taxes of the DDR and RVI Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of DDR and RVI may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party (a) DDR or RVI reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Remainco shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof of such Tax Records may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, limitations or (iib) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty thirty (6030) Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty thirty (6030) Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 7.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty thirty (60) Business 30)-Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Company may decommission or discontinue such program or system upon ninety thirty (9030) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety thirty (9030) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.. 7.02

Retention of Tax Records. Each Party of Citrix and SpinCo shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Citrix shall preserve and keep all other Tax Records relating to Taxes of the Citrix and SpinCo Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of Citrix and SpinCo may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartyParties. If, prior to the Retention Date, a Party (a) Citrix or SpinCo reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agreesParties agree, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartyParties. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of SRC and SMTA shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood SRC shall preserve and keep all other Tax Records relating to Taxes of the SRC and SMTA Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of SRC and SMTA may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party (a) SRC or SMTA reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of Aptiv and Delphi Technologies shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Aptiv shall preserve and keep all other Tax Records relating to Taxes of the Aptiv and Delphi Technologies Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of Aptiv and Delphi Technologies may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party (a) Aptiv or Delphi Technologies reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Moon shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8.5 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty ninety (6090) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records (including emails and other digitally stored materials) exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each filethe files, bookbooks, or other record accumulation records being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records, and the other Company will then dispose of the same Tax Records. If, at any time prior to the Retention Date, a Party Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Company may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party Company, and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party shall preserve and keep all Tax Records (including emails and other digitally stored materials) exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date Effective Time (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other Party. If, prior to the Retention Date, a Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII IX are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each filethe files, bookbooks, or other record accumulation records being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records, and the other Party will then dispose of the same Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party Party, and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of Realty Income and Orion shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Realty Income shall preserve and keep all other Tax Records relating to Taxes of the Realty Income and Orion Groups for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of Realty Income and Orion may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other PartyRecords. If, prior to the Retention Date, a Party Realty Income or Orion reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other PartyRecords. Any notice of an intent to dispose given pursuant to this Section 8.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party of PDL and LENSAR shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group Entities for Pre-Distribution Periods, and Ironwood PDL shall preserve and keep all other Tax Records relating to Taxes of the Groups PDL and LENSAR Entities for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party of PDL and LENSAR may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to the other Party. If, prior to the Retention Date, a Party PDL or LENSAR reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII VII are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.1 7.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Parties shall have the opportunity, at its their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to (including emails and other digitally stored materials and related workpapers and other documentation) in its possession as of the assets and activities of its Group for Pre-Distribution Periods, and Ironwood shall preserve and keep all other Tax Records date hereof or relating to Taxes of the Groups for Pre-Distribution PeriodsPeriods or Taxes or Tax matters that are the subject of this Agreement, in each case, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until at the earliest the later of (i) ninety (90) days after the expiration of any applicable statutes of limitationslimitations (taking into account any extensions), or (ii) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartyCompany. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, book or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expensecost, to copy or remove, within such sixty ninety (6090) Business Day day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part then dispose of the underlying data relating to the same Tax Records accessed by or stored on such program or systemRecords.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Valero shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days’ prior written notice to provided that the other PartyCompany has not requested in writing within 30 days following the Retention Date the opportunity to copy or remove all or any part of such Tax Records. Upon such written request, the requesting Company shall have the opportunity, at its cost and expense, to copy or remove, within 30 days of such request, all or any part of such Tax Records and the other Company may dispose of Such Tax Records following such 30 day period. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agreesCompany agrees in writing, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Corner Store determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Corner Store may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior written notice to the other Party Valero and the other Party Valero shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood DuPont shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Date (such later date, the “"Retention Date”"). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ ' prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Chemours determines to decommission decomission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Chemours may decommission decomission or discontinue such program or system upon ninety (90) Business Days’ 90 days' prior notice to the other Party DuPont and the other Party DuPont shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Deconsolidation Periods, and Ironwood Agilent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Deconsolidation Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Distribution Deconsolidation Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Daysdays’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Keysight determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Keysight may decommission or discontinue such program or system upon ninety (90) Business Daysdays’ prior notice to the other Party Agilent and the other Party Agilent shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Trinity shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) two years after the expiration of any applicable statutes of limitations, or (ii) seven (7) ten years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) 60 Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Arcosa determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Arcosa may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party Trinity and the other Party Trinity shall have the opportunity, at its cost and expense, to copy, within such ninety (90) 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood ConocoPhillips shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Xxxxxxxx 66 or Xxxxxxxx 66 Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Xxxxxxxx 66 or Xxxxxxxx 66 Company may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party ConocoPhillips and the other Party ConocoPhillips shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood Remainco shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the Spinco Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, (a) a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 9 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty ninety (6090) Business Days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 9.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty ninety (60) Business Day 90)-day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Company may decommission or discontinue such program or system upon ninety (90) Business Days’ prior notice to the other Party Company and the other Party Company shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day 90)-day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Retention of Tax Records. Each Party Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Ironwood ConocoPhillips shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may be become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (ia) the expiration of any applicable statutes of limitations, or (iib) seven (7) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior written notice to the other PartyCompany. If, prior to the Retention Date, a Party Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article VIII Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party Company agrees, then such first Party Company may dispose of such Tax Records upon sixty (60) Business Days90 days’ prior notice to the other PartyCompany. Any notice of an intent to dispose given pursuant to this Section 8.1 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party Company shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60) Business Day 90- day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party Xxxxxxxx 66 or Xxxxxxxx 66 Company determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such Party Xxxxxxxx 66 or Xxxxxxxx 66 Company may decommission or discontinue such program or system upon ninety (90) Business Days90 days’ prior notice to the other Party ConocoPhillips and the other Party ConocoPhillips shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day -day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.