Common use of Section 336(e) Election Clause in Contracts

Section 336(e) Election. (a) At its election, the Company shall make (or cause any of its Affiliates to make) a timely and irrevocable election under Section 336(e) of the Code (and any similar provision of applicable state or local income Tax Law) pursuant to Treasury Regulations Section 1.336-2(h) with respect to the Distribution pursuant hereto in accordance with Section 336(e) of the Code and the applicable Treasury Regulations thereunder (the “Section 336(e) Election”), including, for the avoidance of doubt, by duly executing and filing (i) a properly completed “Section 336(e) election statement” as described in Treasury Regulations Section 1.336-2(h)(5), which election statement shall contain the contents provided in Treasury Regulations Section 1.336-2(h)(6) (the “Section 336(e) Election Statement”) and (ii) a written, binding agreement, in accordance with Treasury Regulations Section 1.336-2(h), by and among the Company and SpinCo (as applicable) reflecting a binding obligation to make the Section 336(e) Election (such agreement, a “Section 336(e) Written Binding Agreement”). The Company and SpinCo hereby agree to be bound by the Section 336(e) Election and shall (and shall cause their respective Affiliates to): (a) take all necessary actions to effectuate the Section 336(e) Election, (b) act in accordance with the Section 336(e) Election for all applicable Tax purposes (including in the preparation and filing of any Tax Returns), (c) not take, or cause to be taken, any action or position inconsistent with the Section 336(e) Election unless required to do so pursuant to a Final Determination, and (d) duly and timely file all income Tax Returns and any other forms, attachments and schedules necessary to effectuate the Section 336(e) Election (including IRS Form 8883 and any similar forms under applicable state and local income Tax laws). (b) Within thirty (30) days after the Distribution Date, SpinCo shall provide to the Company a schedule which will provide for the determination of the “aggregate deemed asset disposition price” and the “adjusted grossed-up basis” (each as defined under applicable Treasury Regulations) and the allocation of such “aggregate deemed asset disposition price” and “adjusted grossed-up basis” among the Distribution Date assets of the applicable member or members of the applicable Group, each in accordance with Section 336 of the Code and applicable Treasury Regulations thereunder or any comparable provisions of state or local law (the “Section 336(e) Allocation Statement”). If within thirty (30) days after the Company’s receipt of the Section 336(e) Allocation Statement, the Company agrees in writing to such Section 336(e) Allocation Statement, then the Section 336(e) Allocation Statement shall be final and binding on the parties hereto, and the Company, SpinCo and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed Section 336(e) Allocation Statement. In the event the Company objects in writing to the Section 336(e) Allocation Statement within such thirty (30) day period (“Objection Notice”), SpinCo and the Company shall negotiate in good faith to resolve the dispute. If, after a period of thirty (30) days following the Company’s submission of an Objection Notice to SpinCo, any proposed changes set forth in the Objection Notice remain disputed, all such disputes shall be submitted as promptly as practical to an internationally recognized independent accounting firm reasonably acceptable to SpinCo and the Company (the “Accounting Expert”) for resolution, together with such supporting documentation and information as the Parties deem appropriate (it being agreed that the Parties will make their respective submissions contemporaneously on a date and in a manner directed by the Accounting Expert, and with a copy sent simultaneously and in the same manner to the other Party). The Accounting Expert shall act solely as an accounting expert and not as an arbitrator. The Accounting Expert (i) shall be bound by the provisions set forth in this Agreement, including the allocation principles set forth in this Section 5.8, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either SpinCo or the Company, and (iii) shall consider only those items and amounts set forth in the Objection Notice and the Section 336(e) Allocation Statement, including each of the components thereof, that are identified as being items and amounts to which SpinCo and the Company have been unable to agree. The fees, costs and expenses of the Accounting Expert will be allocated to and borne in inverse proportion to the relative extent to which SpinCo, on the one hand, and the Company, on the other hand, prevail on the disagreements resolved by the Accounting Expert. The Accounting Expert shall finally and conclusively resolve any dispute relating to matters set forth in this Section 5.8(b) within thirty (30) days following receipt of the submission. Such determination of the Accounting Expert shall, absent fraud or manifest error, be final, conclusive and binding upon, and non-appealable by, the parties hereto. Notwithstanding anything herein to the contrary, the failure of the Accounting Expert to strictly conform to any deadline or time period contained herein shall not render the determination of the Accounting Expert invalid and shall not be a basis for seeking to overturn any determination rendered by the Accounting Expert. Promptly upon receiving the final and binding Section 336(e) Allocation Statement, SpinCo and the Company shall return an executed copy thereof to the other Party. SpinCo, the Company and their respective Affiliates will not take any position, whether in audits, Tax Returns, or otherwise, that is inconsistent with any such final and binding Section 336(e) Allocation Statement unless required to by a Final Determination or otherwise required by applicable Law.

Section 336(e) Election. (a) At its electionIf the Distribution is effected and the Company is able to file a Consolidated Return for U.S. federal income tax purposes, the Company and its Subsidiaries, on the one hand (not including SpinCo and its Subsidiaries), and SpinCo and its Subsidiaries, on the other hand, shall enter into a written, binding agreement, in accordance with Treasury Regulations Section 1.336-2(h)(1)(i), or otherwise the Parties shall enter into a written, binding agreement, in accordance with Treasury Regulations Section 1.336-2(h)(2)(i), in each case, to make the Section 336(e) Election (the “Section 336(e) Agreement”). In each case: (i) the Parties shall enter into the Section 336(e) Agreement within the time and manner required pursuant to Treasury Regulations Section 1.336-2(h); (ii) the Company and, if applicable, SpinCo shall make (or cause any of its Affiliates to make) a timely and irrevocable election under Section 336(e) of the Code (and any similar provision of applicable state or local income Tax Law) pursuant to and Treasury Regulations Section 1.336-2(h) with respect to the Distribution pursuant hereto in accordance with Section 336(e) of the Code and the applicable Treasury Regulations thereunder (the “Section 336(e) Election”), including, for ) consistent with the avoidance Section 336(e) Agreement; (iii) the Company and SpinCo shall reasonably cooperate in the preparation of doubt, by duly executing and filing (i) a properly completed the “Section 336(e) election statement” as described in Treasury Regulations Section 1.336-2(h)(5), which election statement shall contain the contents provided in Treasury Regulations Section 1.336-2(h)(6) and (6) (the “Section 336(e) Election Statement”); and (iv) the Company, and (iiif applicable, SpinCo, shall duly execute and file a properly completed Section 336(e) Election Statement and, if applicable, provide SpinCo a written, binding agreement, copy thereof in accordance with Treasury Regulations Section 1.336-2(h), by and among the Company and SpinCo (as applicable) reflecting a binding obligation to make the Section 336(e) Election (such agreement, a “Section 336(e) Written Binding Agreement”2(h)(1)(iv). The Company and SpinCo hereby agree to be bound by the Section 336(e) Agreement, if any, and the Section 336(e) Election, if any, and, if the Section 336(e) Election and is made, shall (and shall cause their respective Affiliates to): (a1) take all necessary actions to effectuate the Section 336(e) Election, (b2) act in accordance with the Section 336(e) Election for all applicable Tax purposes (including in the preparation and filing of any Tax Returns), (c3) not take, or cause to be taken, any action or position inconsistent with the Section 336(e) Election unless required to do so pursuant to a Final Determination, and (d4) duly and timely file all income Tax Returns and any other forms, attachments and schedules necessary to effectuate the Section 336(e) Election (including IRS Form 8883 and any similar forms under applicable state and local income Tax laws). (b) Within thirty (30) days after the Distribution DateDate (or as soon as reasonably practicable thereafter), SpinCo shall provide to the Company a schedule which will provide for the determination of the “aggregate deemed asset disposition price” and the “adjusted grossed-up basis” (each as defined under applicable Treasury Regulations) and the allocation of such “aggregate deemed asset disposition price” and “adjusted grossed-up basis” (which shall be based on the SpinCo Post-Distribution Value provided by the Company and as used by Company for filing its income Tax Returns) among the Distribution Date assets of the applicable member or members of the applicable Group, each in accordance with Section 336 of the Code and applicable Treasury Regulations thereunder or any comparable provisions of state or local law (the “Section 336(e) Allocation Statement”). If within thirty (30) days after the Company’s receipt of the Section 336(e) Allocation Statement, the Company agrees in writing to such Section 336(e) Allocation Statement, then the Section 336(e) Allocation Statement shall be final and binding on the parties hereto, and the Company, SpinCo and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed Section 336(e) Allocation Statement. In the event the Company objects in writing to the Section 336(e) Allocation Statement within such thirty (30) day 30)-day period (“Objection Notice”), SpinCo and the Company shall negotiate in good faith to resolve the dispute. If, after a period of thirty (30) days following the Company’s submission of an Objection Notice to SpinCo, any proposed changes set forth in the Objection Notice remain disputed, all such disputes shall be submitted as promptly as practical to an internationally recognized independent accounting firm reasonably acceptable to SpinCo and the Company (the “Accounting Expert”) for resolution, together with such supporting documentation and information as the Parties deem appropriate (it being agreed that the Parties will make their respective submissions contemporaneously on a date and in a manner directed by the Accounting Expert, and with a copy sent simultaneously and in the same manner to the other Party). The Accounting Expert shall act solely as an accounting expert and not as an arbitrator. The Accounting Expert (i) shall be bound by the provisions set forth in this Agreement, including the allocation principles set forth in this Section 5.85.9, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either SpinCo or the Company, and (iii) shall consider only those items and amounts set forth in the Objection Notice and the Section 336(e) Allocation Statement, including each of the components thereof, that are identified as being items and amounts to which SpinCo and the Company have been unable to agree. The fees, costs and expenses of the Accounting Expert will be allocated to and borne in inverse proportion to the relative extent to which SpinCo, on the one hand, and the Company, on the other hand, prevail on the disagreements resolved by the Accounting Expert. The Accounting Expert shall finally and conclusively resolve any dispute relating to matters set forth in this Section 5.8(b5.9(b) within thirty (30) days following receipt of the submission. Such determination of the Accounting Expert shall, absent fraud or manifest error, be final, conclusive and binding upon, and non-appealable by, the parties hereto. Notwithstanding anything herein to the contrary, the failure of the Accounting Expert to strictly conform to any deadline or time period contained herein shall not render the determination of the Accounting Expert invalid and shall not be a basis for seeking to overturn any determination rendered by the Accounting Expert. Promptly upon receiving the final and binding Section 336(e) Allocation Statement, SpinCo and the Company shall return an executed copy thereof to the other Party. If a Section 336(e) Election is made, SpinCo, the Company and their respective Affiliates will not take any position, whether in audits, Tax Returns, or otherwise, that is inconsistent with any such final and binding Section 336(e) Allocation Statement unless required to by a Final Determination or otherwise required by applicable Law.

Section 336(e) Election. (a) At its election, the The Company shall make (or cause any of its Affiliates to make) a timely and irrevocable election under Section 336(e) of the Code (and any similar provision of applicable corresponding election under state or local income Tax Law) pursuant to Treasury Regulations Section 1.336-2(h) with respect to the Distribution pursuant hereto in accordance with Section 336(e) of the Code and the applicable Treasury Regulations thereunder Law (the a “Section 336(e) Election”), including, ) for SpinCo as SpinCo may request of the avoidance of doubt, by duly executing Company in writing. The Parties shall consider and filing discuss in good faith making (i) a properly completed “Section 336(e) Election for any Subsidiary member of the SpinCo Group and (ii) an election statement” under Treasury Regulations Section 1.1502-13(f)(5)(ii) (and any corresponding election under state Tax Law (each, a “Section 1.1502-13(f)(5)(ii) Election”)) with respect to the distribution of equity interests in any such Subsidiary member, in each case, upon receipt from SpinCo of a written request for any such election, together with details regarding the anticipated consequences thereof, provided that the Company shall not unreasonably withhold, condition or delay its consent to any such request. To the extent the Parties pursue any Section 336(e) Election or Section 1.1502-13(f)(5)(ii) Election in accordance with this Section 3.05, SpinCo shall be responsible for the preparation of any documentation as described in may be contemplated by applicable Tax Law or administrative practice to effect such Section 336(e) Elections and Section 1.1502-13(f)(5)(ii) Elections, including (i) written, binding agreements satisfying the requirements of Treasury Regulations Section 1.336-2(h)(52(h)(1)(i), which (ii) election statement shall contain statements satisfying the contents provided in requirements of Treasury Regulations Sections 1.336-2(h)(5) and (h)(6), and (iii) election statements satisfying the requirements of Treasury Regulations Section 1.3361.1502-2(h)(6) (the “Section 336(e) Election Statement”) and (ii) a written, binding agreement, in accordance with Treasury Regulations Section 1.336-2(h13(f)(5)(ii)(E), by and among . SpinCo shall provide drafts of any such documentation to the Company for its review and SpinCo (comment at least 45 days prior to the due date for filing such documentation or as applicable) reflecting a binding obligation to make the Section 336(e) Election (such agreement, a “Section 336(e) Written Binding Agreement”)promptly as practicable thereafter. The Company and SpinCo hereby agree shall cooperate with one another (and shall cause the respective members of the Company Group and the SpinCo Group to be bound by cooperate) in making the Section 336(e) Election Elections and the Section 1.1502-13(f)(5)(ii) Elections. Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, no Party shall (and shall cause their respective Affiliates to): (ai) take all necessary actions to effectuate the Section 336(e) Election, (b) act in accordance with the Section 336(e) Election for all applicable Tax purposes (including in the preparation and filing of any Tax Returns), (c) not take, or cause permit to be taken, taken any action or position inconsistent with at any time that could reasonably be expected to jeopardize the Section 336(e) Election unless required to do so pursuant to a Final Determination, and (d) duly and timely file all income Tax Returns and any other forms, attachments and schedules necessary to effectuate the Section 336(e) Election (including IRS Form 8883 and any similar forms under applicable state and local income Tax laws). (b) Within thirty (30) days after the Distribution Date, SpinCo shall provide to the Company a schedule which will provide for the determination of the “aggregate deemed asset disposition price” and the “adjusted grossed-up basis” (each as defined under applicable Treasury Regulations) and the allocation of such “aggregate deemed asset disposition price” and “adjusted grossed-up basis” among the Distribution Date assets of the applicable member or members of the applicable Group, each in accordance with Section 336 of the Code and applicable Treasury Regulations thereunder or any comparable provisions of state or local law (the “Section 336(e) Allocation Statement”). If within thirty (30) days after the Company’s receipt effectiveness of the Section 336(e) Allocation Statement, the Company agrees in writing to such Section 336(e) Allocation Statement, then Elections or the Section 336(e1.1502-13(f)(5)(ii) Allocation Statement shall be final and binding on the parties hereto, and the Company, SpinCo and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed Section 336(e) Allocation Statement. In the event the Company objects in writing Elections that are made pursuant to the Section 336(e) Allocation Statement within such thirty (30) day period (“Objection Notice”), SpinCo and the Company shall negotiate in good faith to resolve the dispute. If, after a period of thirty (30) days following the Company’s submission of an Objection Notice to SpinCo, any proposed changes set forth in the Objection Notice remain disputed, all such disputes shall be submitted as promptly as practical to an internationally recognized independent accounting firm reasonably acceptable to SpinCo and the Company (the “Accounting Expert”) for resolution, together with such supporting documentation and information as the Parties deem appropriate (it being agreed that the Parties will make their respective submissions contemporaneously on a date and in a manner directed by the Accounting Expert, and with a copy sent simultaneously and in the same manner to the other Party). The Accounting Expert shall act solely as an accounting expert and not as an arbitrator. The Accounting Expert (i) shall be bound by the provisions set forth in this Agreement, including the allocation principles set forth in this Section 5.8, 3.05 or (ii) may not assign a value take or permit to be taken any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either SpinCo or the Companyposition on any Tax Return, and (iii) shall consider only those items and amounts set forth in the Objection Notice and the Section 336(e) Allocation Statement, including each of the components thereof, that are identified as being items and amounts to which SpinCo and the Company have been unable to agree. The fees, costs and expenses of the Accounting Expert will be allocated to and borne in inverse proportion to the relative extent to which SpinCo, on the one hand, and the Company, on the other hand, prevail on the disagreements resolved by the Accounting Expert. The Accounting Expert shall finally and conclusively resolve connection with any dispute relating to matters set forth in this Section 5.8(b) within thirty (30) days following receipt of the submission. Such determination of the Accounting Expert shall, absent fraud or manifest error, be final, conclusive and binding upon, and non-appealable by, the parties hereto. Notwithstanding anything herein to the contrary, the failure of the Accounting Expert to strictly conform to any deadline or time period contained herein shall not render the determination of the Accounting Expert invalid and shall not be a basis for seeking to overturn any determination rendered by the Accounting Expert. Promptly upon receiving the final and binding Section 336(e) Allocation Statement, SpinCo and the Company shall return an executed copy thereof to the other Party. SpinCo, the Company and their respective Affiliates will not take any position, whether in audits, Tax Returns, Contest or otherwise, that is inconsistent with any such final and binding the Section 336(e) Allocation Statement Elections or the Section 1.1502-13(f)(5)(ii) Elections that are made pursuant to this Section 3.05, unless, and then only to the extent, an alternative position is required pursuant to a Final Determination. It is intended that any protective Section 336(e) Elections will have no force or effect unless the Distribution is treated as a “qualified stock disposition” within the meaning of Treasury Regulations Section 1.336-1(b)(6) as a result of the consummation of the Merger or otherwise. If the Merger is consummated, the Company shall take all actions required to by a Final Determination or otherwise required by applicable Lawgive effect to the Section 336(e) Elections that are made pursuant to this Section 3.05, including amending any previously filed Tax Returns as necessary.

Section 336(e) Election. (a) At its electionUpon request of Purchaser, Seller and the Company shall make (or agree to cause any of its Affiliates an election to make) a timely and irrevocable election be made under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder (and any similar provision corresponding election under state or local Law) (collectively, a “Section 336(e) Election”) with respect to the sale of applicable the Company pursuant to this Agreement. Seller, Purchaser and the Company agree that they will (and will cause their respective Affiliates to) cooperate in good faith in the timely completion and filing of such elections and any related filings and procedures and further agree: (i) that this Agreement constitutes a written, binding agreement (a “Section 336(e) Agreement”) to make the Section 336(e) Election, as required by Treasury Regulations Section 1.336-2(h)(1)(i); (ii) to each retain a copy of the Section 336(e) Agreement, as required by Treasury Regulations Section 1.336-2(h)(1)(ii); (iii) that Seller shall, in consultation with Purchaser, prepare the Section 336(e) statements required by Treasury Regulations Section 1.336-2(h)(1)(iii) and such statements shall be attached to the consolidated U.S. federal income Tax Return of Seller (and any corresponding state or local income Tax LawReturns) pursuant for the taxable year including the Closing Date; and (iv) that Seller shall provide a copy of the Section 336(e) statements described in clause (iii) to the Company on or before the due date for filing the consolidated U.S. federal income Tax Return of Seller (and any corresponding state or local income Tax Returns) for the taxable year including the Closing Date, as required by Treasury Regulations Section Sections 1.336-2(h2(h)(1)(iv) with respect to (such statements, the Distribution pursuant hereto “Section 336(e) Election Documents”). (b) The computation of the “aggregate deemed asset disposition price” and “adjusted grossed up basis” (as defined in the applicable Treasury Regulations) (the “ADADP” and “AGUB”, respectively) of the assets of the Company shall be prepared in accordance with Section 336(e) of the Code and the applicable Treasury Regulations thereunder promulgated thereunder. No later than sixty (60) days following the determination of the Final Purchase Price pursuant to Section 1.02, Seller shall provide Purchaser with an allocation of the Final Purchase Price, liabilities and other relevant items among the assets of the Company and its Subsidiaries (the “Section 336(e) Election”), including, for the avoidance of doubt, by duly executing and filing (i) a properly completed “Section 336(e) election statement” as described in Treasury Regulations Section 1.336-2(h)(5), which election statement shall contain the contents provided in Treasury Regulations Section 1.336-2(h)(6) (the “Section 336(e) Election Statement”) and (ii) a written, binding agreement, in accordance with Treasury Regulations Section 1.336-2(h), by and among the Company and SpinCo (as applicable) reflecting a binding obligation to make the Section 336(e) Election (such agreement, a “Section 336(e) Written Binding AgreementDraft Allocation”). The Company If Purchaser objects within thirty (30) days of receipt thereof, Seller and SpinCo hereby agree Purchaser shall cooperate in good faith to resolve such objections and to revise the Draft Allocation to reflect their agreement, or, if the parties cannot reach an agreement within ten (10) days after Purchaser’s objection, any disputes shall be bound resolved by the Independent Accountant on a basis consistent with the procedures of Section 1.02 (such allocation, as finally determined by Seller and Purchaser or the Independent Accountant, as applicable, the “Final Allocation”). (c) Seller and Purchaser shall (and shall cause their Affiliates to) report, act, and file all Tax Returns (including IRS Form 8883) in a manner consistent with the Section 336(e) Election and shall (and shall cause their respective Affiliates to): (a) take all necessary actions to effectuate the Section 336(e) Election, (b) act in accordance with the Section 336(e) Election for all applicable Tax purposes (including in the preparation and filing of any Tax Returns), (c) not take, or cause to be taken, any action or position inconsistent with the Section 336(e) Election unless required to do so pursuant to a Final Determination, and (d) duly and timely file all income Tax Returns and any other forms, attachments and schedules necessary to effectuate the Section 336(e) Election (including IRS Form 8883 and any similar forms under applicable state and local income Tax laws). (b) Within thirty (30) days after the Distribution Date, SpinCo shall provide to the Company a schedule which will provide for the determination of the “aggregate deemed asset disposition price” and the “adjusted grossed-up basis” (each as defined under applicable Treasury Regulations) and the allocation of such “aggregate deemed asset disposition price” and “adjusted grossed-up basis” among the Distribution Date assets of the applicable member or members of the applicable Group, each in accordance with Section 336 of the Code and applicable Treasury Regulations thereunder or any comparable provisions of state or local law (the “Section 336(e) Allocation Statement”). If within thirty (30) days after the Company’s receipt of the Section 336(e) Allocation Statement, the Company agrees in writing to such Section 336(e) Allocation Statement, then the Section 336(e) Allocation Statement shall be final and binding on the parties hereto, and the Company, SpinCo and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed Section 336(e) Allocation Statement. In the event the Company objects in writing to the Section 336(e) Allocation Statement within such thirty (30) day period (“Objection Notice”), SpinCo and the Company shall negotiate in good faith to resolve the dispute. If, after a period of thirty (30) days following the Company’s submission of an Objection Notice to SpinCo, any proposed changes set forth in the Objection Notice remain disputed, all such disputes shall be submitted as promptly as practical to an internationally recognized independent accounting firm reasonably acceptable to SpinCo and the Company (the “Accounting Expert”) for resolution, together with such supporting documentation and information as the Parties deem appropriate (it being agreed that the Parties will make their respective submissions contemporaneously on a date and in a manner directed by the Accounting Expert, and with a copy sent simultaneously and in the same manner to the other Party). The Accounting Expert shall act solely as an accounting expert and not as an arbitrator. The Accounting Expert (i) shall be bound by the provisions set forth in this Agreement, including the allocation principles set forth in this Section 5.8, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either SpinCo or the Company, and (iii) shall consider only those items and amounts set forth in the Objection Notice and the Section 336(e) Allocation Statement, including each of the components thereof, that are identified as being items and amounts to which SpinCo and the Company have been unable to agree. The fees, costs and expenses of the Accounting Expert will be allocated to and borne in inverse proportion to the relative extent to which SpinCo, on the one hand, and the Company, on the other hand, prevail on the disagreements resolved by the Accounting Expert. The Accounting Expert shall finally and conclusively resolve any dispute relating to matters set forth in this Section 5.8(b) within thirty (30) days following receipt of the submission. Such determination of the Accounting Expert shall, absent fraud or manifest error, be final, conclusive and binding upon, and non-appealable by, the parties hereto. Notwithstanding anything herein to the contrary, the failure of the Accounting Expert to strictly conform to any deadline or time period contained herein shall not render the determination of the Accounting Expert invalid and shall not be a basis for seeking to overturn any determination rendered by the Accounting Expert. Promptly upon receiving the final and binding Section 336(e) Allocation Statement, SpinCo and the Company shall return an executed copy thereof to the other Party. SpinCo, the Company and their respective Affiliates will not take any position, position (whether in audits, Tax Returns, or otherwise, ) that is inconsistent with any such final and binding Section 336(e) Allocation Statement unless required to by a Final Determination or the foregoing, except as otherwise required by applicable Law.

Section 336(e) Election. (ai) At its election, the Company shall make (or Seller agrees to cause any of its Affiliates an election to make) a timely and irrevocable election be made under Code Section 336(e) of and the Code Treasury Regulations promulgated thereunder (and any similar provision corresponding elections under state, local or foreign Tax law) (collectively a “Section 336(e) Election”) with respect to the Electing Companies. In order to effect the Section 336(e) Election, (A) on or prior to the Closing Date, SHI and each of the applicable Electing Companies shall enter into a written, binding agreement (the “Section 336(e) Agreement”) to make the Section 336(e) Election, as required by Treasury Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(h)(4), (B) SEI and the Electing Companies shall each retain a copy of the Section 336(e) Agreement, as required by Treasury Regulations Section 1.336-2(h)(1)(ii), (C) SEI shall prepare the Section 336(e) statements required by Treasury Regulations Section 1.336-1(h)(1)(iii) and such statements shall be attached to the SEI consolidated federal income Tax Return (and any corresponding state or local income Tax LawReturns) for the Tax year including the Closing Date and (D) SEI shall provide a copy of the Section 336(e) statements described in clause (C) to each Electing Entity on or before the due date for filing the SEI consolidated federal income Tax Return (and any corresponding state or local income Tax Returns) for the Tax year including the Closing Date, as required by Treasury Regulations Sections 1.336-2(h)(1)(iv). Each of Seller and Buyer agree to cause the Electing Companies to file a Form 8883 pursuant to Treasury Regulations Section 1.336-2(h2(h)(7) in a manner consistent with respect the allocation agreed upon pursuant to the Distribution pursuant hereto in accordance with Section 336(e) of the Code 6.11(h)(iii). Seller and the applicable Treasury Regulations thereunder (the “Section 336(e) Election”), including, for the avoidance of doubt, by duly executing and filing (i) Buyer shall take all necessary steps to properly make a properly completed “Section 336(e) election statement” as described in Treasury Regulations Section 1.336-2(h)(5), which election statement shall contain the contents provided in Treasury Regulations Section 1.336-2(h)(6) (the “Section 336(e) Election Statement”) in accordance with Law (and any corresponding provisions under state, local or foreign Law). (ii) Seller and each Electing Company shall report the transfers under this Agreement consistent with such Section 336(e) Election and shall take no position contrary thereto. Seller and Buyer agree that any income and gain recognized as a writtenresult of, binding agreement, and in accordance with Treasury Regulations Section 1.336-2(h)with, by and among the Company and SpinCo (as applicable) reflecting a binding obligation to make making of the Section 336(e) Election (such agreement, a “Section 336(e) Written Binding Agreement”)will be included in the federal income Tax Return of the Seller Consolidated Group for the taxable year that includes the Closing Date. The Company and SpinCo hereby agree Seller will pay the Taxes attributable to be bound by the making of the Section 336(e) Election and shall (will indemnify Buyer and shall cause their respective Affiliates to): (a) take all necessary actions each Acquired Company against any failure to effectuate the Section 336(e) Election, (b) act in accordance with the Section 336(e) Election for all applicable Tax purposes (including in the preparation and filing of any Tax Returns), (c) not take, or cause to be taken, any action or position inconsistent with the Section 336(e) Election unless required to do so pursuant to a Final Determination, and (d) duly and timely file all income Tax Returns and any other forms, attachments and schedules necessary to effectuate the Section 336(e) Election (including IRS Form 8883 and any similar forms under applicable state and local income Tax laws)pay such Tax. (biii) Within thirty (30) days after the Distribution Date, SpinCo shall provide to the Company a schedule which will provide for the determination The computation of the “aggregate deemed asset disposition price” and the “adjusted grossed-grossed up basis” (each as defined under in the applicable Treasury Regulations) and (the allocation of such “aggregate deemed asset disposition priceADADP” and “adjusted grossed-up basis” among AGUB”, respectively) of the Distribution Date assets of the applicable member or members of the applicable Group, each Electing Companies shall be prepared in accordance with Section 336 336(e) and the Treasury Regulations promulgated thereunder. Buyer and Seller shall agree on the allocation of the Code ADADP and applicable Treasury Regulations thereunder or any comparable provisions of state or local law (AGUB among the “Section 336(e) Allocation Statement”). If within thirty (30) days after the Company’s receipt assets of the Section 336(e) Allocation Statement, the Company agrees in writing to such Section 336(e) Allocation Statement, then the Section 336(e) Allocation Statement shall be final and binding on the parties hereto, and the Company, SpinCo and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed Section 336(e) Allocation Statement. In the event the Company objects in writing to the Section 336(e) Allocation Statement within such thirty (30) day period (“Objection Notice”), SpinCo and the Company shall negotiate in good faith to resolve the dispute. If, after a period of thirty (30) days following the Company’s submission of an Objection Notice to SpinCo, any proposed changes set forth in the Objection Notice remain disputed, all such disputes shall be submitted Electing Companies as promptly as practical to an internationally recognized independent accounting firm reasonably acceptable to SpinCo and practicable after the Company (the “Accounting Expert”) for resolution, together with such supporting documentation and information as the Parties deem appropriate (it being agreed that the Parties will make their respective submissions contemporaneously on a date and in a manner directed by the Accounting Expert, and with a copy sent simultaneously and in the same manner to the other Party). The Accounting Expert shall act solely as an accounting expert and not as an arbitrator. The Accounting Expert (i) shall be bound by the provisions set forth in this Agreement, including the allocation principles set forth in this Section 5.8, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either SpinCo or the Company, and (iii) shall consider only those items and amounts set forth in the Objection Notice and the Section 336(e) Allocation Statement, including each of the components thereof, that are identified as being items and amounts to which SpinCo and the Company have been unable to agree. The fees, costs and expenses of the Accounting Expert will be allocated to and borne in inverse proportion to the relative extent to which SpinCo, on the one hand, and the Company, on the other hand, prevail on the disagreements resolved by the Accounting Expert. The Accounting Expert shall finally and conclusively resolve any dispute relating to matters set forth in this Section 5.8(b) within thirty (30) days following receipt of the submission. Such determination of the Accounting Expert shall, absent fraud or manifest error, be final, conclusive and binding upon, and non-appealable by, the parties hereto. Notwithstanding anything herein to the contrary, the failure of the Accounting Expert to strictly conform to any deadline or time period contained herein shall not render the determination of the Accounting Expert invalid and shall not be a basis for seeking to overturn any determination rendered by the Accounting Expert. Promptly upon receiving the final and binding Section 336(e) Allocation Statement, SpinCo and the Company shall return an executed copy thereof to the other Party. SpinCo, the Company and their respective Affiliates will not take any position, whether in audits, Tax Returns, or otherwise, that is inconsistent with any such final and binding Section 336(e) Allocation Statement unless required to by a Final Determination or otherwise required by applicable LawClosing Date.

Section 336(e) Election. (a) At its election, the Company shall Seller agrees to make (or cause any of its Affiliates to make) a timely and irrevocable an election under Section 336(e) of the Code (and any similar provision of applicable state or local income Tax Law) pursuant to Treasury Regulations Section 1.336-2(h) with respect to the Distribution pursuant hereto in accordance with Section 336(e) of the Code and the applicable Treasury Regulations thereunder (and under any comparable provision of state, local or foreign law for which a separate election is permissible) (collectively, the “Section 336(e) Election”), including, for ) with respect to the avoidance sale of doubt, the Shares contemplated by duly executing this Agreement and filing (i) a properly completed “to cause the Company to enter into the Section 336(e) election statement” as described in Treasury Regulations Section 1.336-2(h)(5)Tax Election Agreement, pursuant to which election statement shall contain the contents provided in Treasury Regulations Section 1.336-2(h)(6) (the “Section 336(e) Election Statement”) and (ii) a written, binding agreement, in accordance with Treasury Regulations Section 1.336-2(h), by and among the Company and SpinCo (as applicable) reflecting a binding obligation parties agree to make the Section 336(e) Election (such agreement, a “Section 336(e) Written Binding Agreement”). The with respect to the deemed disposition of the stock of the Company and SpinCo hereby agree to be bound by arising from the Section 336(e) Election with respect to the sale of the Shares. (i) Seller and the Company shall make the Section 336(e) Election with respect to the sale of the Shares contemplated by this Agreement and with respect to the deemed disposition of the stock of the Company arising from the Section 336(e) Election with respect to the sale of the Shares and shall comply with all requirements set forth in Treasury Regulations § 1.336-2(h) and all other applicable requirements under all other applicable Tax laws, in each case, in connection with the Section 336(e) Election; (ii) Buyer and shall cause their respective Affiliates to): Seller (ax) take all necessary actions agree to effectuate cooperate in good faith with each other in connection with the making of the Section 336(e) Election, (b) act in accordance with including the exchange of information and the preparation of the Section 336(e) Election for all applicable Tax purposes election statement described in Treasury Regulations § 1.336-2(h)(5) and the asset allocation statement described in Treasury Regulations § 1.336-2(h)(7) and (including in y) agree (and agree to cause the preparation Company) to report the transfers under this Agreement consistent with such elections and filing of any Tax Returns), (c) not take, or cause to be taken, any action or shall take no position inconsistent with the Section 336(e) Election contrary thereto unless required to do so by applicable law pursuant to a Final Determination, and determination as defined in Section 1313(a) of the Code; (diii) duly and timely file all income Tax Returns and any other forms, attachments and schedules necessary to effectuate Seller shall be responsible for the preparation of Section 336(e) Election (including IRS Form 8883 election statement in accordance with Treasury Regulations § 1.336-2(h) and any similar forms under other applicable state documentation in accordance with other applicable Tax laws and local income Tax laws).shall deliver such statement and documentation to Buyer at least 45 days prior to the date such statement or documentation is required to be filed for Buyer’s review and approval; and (biv) Within thirty The Purchase Price, liabilities of the Company and other relevant items shall be allocated in accordance with Treasury Regulations §§ 1.338-6 and 1.338-11. Prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (30the “Allocation Statement”), allocating the Purchase Price (plus assumed liabilities and other relevant items, to the extent properly taken into account) among the assets of the Company. If, within ten (20) days after the Distribution Closing Date, SpinCo shall provide Buyer notifies Seller in writing that Buyer objects to the Company a schedule which will provide for allocation set forth in the determination of the “aggregate deemed asset disposition price” and the “adjusted grossed-up basis” (each as defined under applicable Treasury Regulations) and the allocation of such “aggregate deemed asset disposition price” and “adjusted grossed-up basis” among the Distribution Date assets of the applicable member or members of the applicable Group, each in accordance with Section 336 of the Code and applicable Treasury Regulations thereunder or any comparable provisions of state or local law (the “Section 336(e) Allocation Statement”). If within thirty (30) days after the Company’s receipt of the Section 336(e) Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within twenty (20) days. In the Company agrees in writing event that Buyer and Seller are unable to resolve such Section 336(edispute within such twenty (20) Allocation Statementdays, then Buyer and Seller shall jointly retain the Section 336(e) Independent Accountant to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be final and binding on the parties hereto, and the Company, SpinCo and their respective Affiliates shall file all Tax Returns in a manner consistent with adjusted to reflect such agreed Section 336(e) Allocation Statement. In the event the Company objects in writing to the Section 336(e) Allocation Statement within such thirty (30) day period (“Objection Notice”), SpinCo and the Company shall negotiate in good faith to resolve the dispute. If, after a period of thirty (30) days following the Company’s submission of an Objection Notice to SpinCo, any proposed changes set forth in the Objection Notice remain disputed, all such disputes shall be submitted as promptly as practical to an internationally recognized independent accounting firm reasonably acceptable to SpinCo and the Company (the “Accounting Expert”) for resolution, together with such supporting documentation and information as the Parties deem appropriate (it being agreed that the Parties will make their respective submissions contemporaneously on a date and in a manner directed by the Accounting Expert, and with a copy sent simultaneously and in the same manner to the other Party). The Accounting Expert shall act solely as an accounting expert and not as an arbitrator. The Accounting Expert (i) shall be bound by the provisions set forth in this Agreementcosts, including the allocation principles set forth in this Section 5.8, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either SpinCo or the Company, and (iii) shall consider only those items and amounts set forth in the Objection Notice and the Section 336(e) Allocation Statement, including each of the components thereof, that are identified as being items and amounts to which SpinCo and the Company have been unable to agree. The fees, costs fees and expenses of the Accounting Expert will Independent Accountant shall be allocated to borne equally by Buyer and borne in inverse proportion to the relative extent to which SpinCo, on the one hand, and the Company, on the other hand, prevail on the disagreements resolved by the Accounting Expert. The Accounting Expert shall finally and conclusively resolve any dispute relating to matters set forth in this Section 5.8(b) within thirty (30) days following receipt of the submission. Such determination of the Accounting Expert shall, absent fraud or manifest error, be final, conclusive and binding upon, and non-appealable by, the parties hereto. Notwithstanding anything herein to the contrary, the failure of the Accounting Expert to strictly conform to any deadline or time period contained herein shall not render the determination of the Accounting Expert invalid and shall not be a basis for seeking to overturn any determination rendered by the Accounting Expert. Promptly upon receiving the final and binding Section 336(e) Allocation Statement, SpinCo and the Company shall return an executed copy thereof to the other Party. SpinCo, the Company and their respective Affiliates will not take any position, whether in audits, Tax Returns, or otherwise, that is inconsistent with any such final and binding Section 336(e) Allocation Statement unless required to by a Final Determination or otherwise required by applicable LawSeller.

Section 336(e) Election. (a) At its election, the The Company shall make (or cause any of its Affiliates to make) a timely and irrevocable election under Section 336(e) of the Code (and any similar provision of applicable state or local income Tax Law) pursuant to Treasury Regulations Section 1.336-2(h) with respect to the Distribution pursuant hereto in accordance with Section 336(e) of the Code and the applicable Treasury Regulations thereunder (the “Section 336(e) Election”), including, for the avoidance of doubt, by duly executing and filing (i) a properly completed “Section 336(e) election statement” as described in Treasury Regulations Section 1.336-2(h)(5), which election statement shall contain the contents provided in Treasury Regulations Section 1.336-2(h)(6) (the “Section 336(e) Election Statement”) and (ii) a written, binding agreement, in accordance with Treasury Regulations Section 1.336-2(h), by and among the Company and SpinCo (as applicable) reflecting a binding obligation to make the Section 336(e) Election (such agreement, a “Section 336(e) Written Binding Agreement”). The Company and SpinCo hereby agree to be bound by the Section 336(e) Election and shall (and shall cause their respective Affiliates to): (a) take all necessary actions to effectuate the Section 336(e) Election, (b) act in accordance with the Section 336(e) Election for all applicable Tax purposes (including in the preparation and filing of any Tax Returns), (c) not take, or cause to be taken, any action or position inconsistent with the Section 336(e) Election unless required to do so pursuant to a Final Determination, and (d) duly and timely file all income Tax Returns and any other forms, attachments and schedules necessary to effectuate the Section 336(e) Election (including IRS Form 8883 and any similar forms under applicable state and local income Tax laws). (b) Within thirty (30) days after the Distribution Date, SpinCo shall provide to the Company a schedule which will provide for the determination of the “aggregate deemed asset disposition price” and the “adjusted grossed-up basis” (each as defined under applicable Treasury Regulations) and the allocation of such “aggregate deemed asset disposition price” and “adjusted grossed-up basis” among the Distribution Date assets of the applicable member or members of the applicable Group, each in accordance with Section 336 of the Code and applicable Treasury Regulations thereunder or any comparable provisions of state or local law (the “Section 336(e) Allocation Statement”). If within thirty (30) days after the Company’s receipt of the Section 336(e) Allocation Statement, the Company agrees in writing to such Section 336(e) Allocation Statement, then the Section 336(e) Allocation Statement shall be final and binding on the parties hereto, and the Company, SpinCo and their respective Affiliates shall file all Tax Returns in a manner consistent with such agreed Section 336(e) Allocation Statement. In the event the Company objects in writing to the Section 336(e) Allocation Statement within such thirty (30) day period (“Objection Notice”), SpinCo and the Company shall negotiate in good faith to resolve the dispute. If, after a period of thirty (30) days following the Company’s submission of an Objection Notice to SpinCo, any proposed changes set forth in the Objection Notice remain disputed, all such disputes shall be submitted as promptly as practical to an internationally recognized independent accounting firm reasonably acceptable to SpinCo and the Company (the “Accounting Expert”) for resolution, together with such supporting documentation and information as the Parties deem appropriate (it being agreed that the Parties will make their respective submissions contemporaneously on a date and in a manner directed by the Accounting Expert, and with a copy sent simultaneously and in the same manner to the other Party). The Accounting Expert shall act solely as an accounting expert and not as an arbitrator. The Accounting Expert (i) shall be bound by the provisions set forth in this Agreement, including the allocation principles set forth in this Section 5.8, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either SpinCo or the Company, and (iii) shall consider only those items and amounts set forth in the Objection Notice and the Section 336(e) Allocation Statement, including each of the components thereof, that are identified as being items and amounts to which SpinCo and the Company have been unable to agree. The fees, costs and expenses of the Accounting Expert will be allocated to and borne in inverse proportion to the relative extent to which SpinCo, on the one hand, and the Company, on the other hand, prevail on the disagreements resolved by the Accounting Expert. The Accounting Expert shall finally and conclusively resolve any dispute relating to matters set forth in this Section 5.8(b) within thirty (30) days following receipt of the submission. Such determination of the Accounting Expert shall, absent fraud or manifest error, be final, conclusive and binding upon, and non-appealable by, the parties hereto. Notwithstanding anything herein to the contrary, the failure of the Accounting Expert to strictly conform to any deadline or time period contained herein shall not render the determination of the Accounting Expert invalid and shall not be a basis for seeking to overturn any determination rendered by the Accounting Expert. Promptly upon receiving the final and binding Section 336(e) Allocation Statement, SpinCo and the Company shall return an executed copy thereof to the other Party. SpinCo, the Company and their respective Affiliates will not take any position, whether in audits, Tax Returns, or otherwise, that is inconsistent with any such final and binding Section 336(e) Allocation Statement unless required to by a Final Determination or otherwise required by applicable Law.