Common use of Tax Matters Consistency Cooperation Clause in Contracts

Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and Amneal LLC’s Tax Matters. Except as otherwise provided herein, and except as provided in Section 9.03 of the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and Amneal LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporation shall notify the Members of, and keep them reasonably informed with respect to, the portion of any tax audit of the Corporation or Amneal LLC, or any of Amneal LLC’s subsidiaries, the outcome of which is reasonably expected to materially affect the Tax Benefit Payments payable to any Member under this Agreement, and the Member Representative, shall have the right to participate in and to monitor at its own expense (but, for the avoidance of doubt, not to control) any such portion of any such Tax audit; provided that the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is reasonably expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative. In addition to the foregoing, the Corporation shall not take any action outside the ordinary course of business (other than exercising its early termination right under Section 4.1(a)) a principal purpose of which is to minimize Tax Benefit Payments determined in accordance with this Agreement; provided, that for the avoidance of doubt, nothing in this sentence shall be construed to in any way limit or otherwise prohibit the Corporation from exercising its rights pursuant to this Agreement (including, for the avoidance of doubt, this Section 6.1).

Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and Amneal the LLC’s Tax Matters. Except as otherwise provided herein, and except as provided herein or in Section 9.03 of the LLC Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and Amneal or the LLC, including without limitation the preparationpreparing, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, subject to a requirement that the Corporation shall (and shall cause the Solo Group to) act in good faith in connection with its control of any matter which is reasonably expected to affect any TRA Parties’ rights and obligations under the Agreement. Notwithstanding the foregoing, the Corporation shall notify the Members TRA | Representatives of, and keep them the TRA Representatives reasonably informed with respect to, the portion of any tax audit by any Taxing Authority of the Corporation or Amneal LLCCorporation, the LLC or any of Amneal LLC’s subsidiariestheir Subsidiaries, the outcome of which is reasonably expected to materially adversely affect the Tax Benefit Payments payable to any Member relevant TRA Parties’ rights and obligations under this AgreementAgreement (any “Tax Claim”), and the Member Representative, any relevant TRA Representative shall have the right to participate in in, to comment and input on, and to monitor at its own expense (but, for the avoidance of doubt, but not to control) any such portion of any such Tax audit; provided further, that neither the Corporation nor the LLC shall be required to take any action, or refrain from taking any action, that is inconsistent with any provision of the Operating Agreement; provided, further, that the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is or Tax matters where such settlement or failure to contest would reasonably be expected to materially adversely affect any Member’s such TRA Parties’ rights or and obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative. In addition applicable TRA Representatives, such consent not to the foregoingbe unreasonably withheld, the Corporation shall not take any action outside the ordinary course of business (other than exercising its early termination right under Section 4.1(a)) a principal purpose of which is to minimize Tax Benefit Payments determined in accordance with this Agreement; providedconditioned, that for the avoidance of doubt, nothing in this sentence shall be construed to in any way limit or otherwise prohibit the Corporation from exercising its rights pursuant to this Agreement (including, for the avoidance of doubt, this Section 6.1)delayed.

Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and Amneal the LLC’s Tax Matters. Except as otherwise provided herein, and except as provided in Section 9.03 of the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporation and Amneal the LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxesTaxes. Notwithstanding the foregoing, the Corporation PubCo (i) shall notify the Members TRA Holder Representatives of, and keep them the TRA Holder Representatives reasonably informed with respect to, the portion of any tax audit audit, examination, or any other administrative or judicial proceeding (a “Tax Proceeding”) of the Corporation or Amneal Corporation, the LLC, or any of Amneal the LLC’s subsidiaries, Subsidiaries by a Taxing Authority the outcome of which is reasonably expected to materially and adversely affect the Tax Benefit Payments payable to any Member rights and obligations of the TRA Holders under this Agreement, (ii) shall provide the TRA Holder Representatives with reasonable opportunity to provide information and other input to the Member RepresentativeCorporation, shall have the right to participate in LLC and to monitor at its own expense (but, for their respective advisors concerning the avoidance conduct of doubt, not to control) any such portion of a Tax Proceeding, and (iii) shall not enter into any settlement with respect to any such portion of a Tax audit; provided Proceeding that could have a material effect on the Corporation shall not settle or fail TRA Holders’ rights (including the right to contest any issue pertaining to Covered Taxes that is reasonably expected to materially adversely affect any Member’s rights or obligations receive payments) under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative. In addition TRA Holder Representatives, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Corporation and the LLC shall not be required to take any action, or refrain from taking any action, that is inconsistent with any provision of the LLC Agreement; provided, further, that, notwithstanding anything to the foregoingcontrary contained herein, the Corporation shall not take any action outside the ordinary course of business (other than exercising its early termination right under Section 4.1(a)) a principal purpose of which is to minimize prepare, file, and/or amend all Tax Benefit Payments determined Returns in accordance with applicable law (including with respect to the calculation of taxable income and any calculations required to be made under this Agreement; provided, that for the avoidance of doubt, ) and nothing in this sentence Agreement shall be construed to prevent the TRA Holder Representatives from disputing such Tax matters in any way limit or otherwise prohibit the Corporation from exercising its rights pursuant to this Agreement (including, for the avoidance of doubt, this accordance with Section 6.1)7.9.

Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and Amneal the LLC’s Tax Matters. Except as otherwise provided herein, and except as provided in Section 9.03 of the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and Amneal the LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that if Searchlight or Rook owns (or would own upon an Exchange of all outstanding Units) at least ten percent (10%) of the Class A Common Stock, the Corporation shall not settle any issue pertaining to Covered Taxes that is reasonably expected to materially adversely affect the TRA Holders’ rights and obligations under this Agreement without the consent of Searchlight and Rook, such consent not to be unreasonably withheld or delayed. If Searchlight or Rook fails to respond to any notice with respect to the settlement of any such issue within fifteen (15) days of its receipt of the applicable notice, Searchlight or Rook, as applicable, shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, the Corporation shall notify the Members Searchlight and Rook of, and keep them reasonably informed with respect to, the portion of any tax audit of the Corporation or Amneal the LLC, or any of Amneal the LLC’s subsidiariesSubsidiaries, the outcome of which is reasonably expected to materially affect the Tax Benefit Payments payable to any Member such TRA Holders under this Agreement, and the Member RepresentativeSearchlight and Rook, as applicable, shall have the right to participate in and to monitor at its their own expense (but, for the avoidance of doubt, not to control) any such portion of any such Tax audit; provided that . To the extent there is a conflict between this Agreement and the LLC Agreement as it relates to tax matters concerning Covered Taxes and the Corporation shall not settle and the LLC, including preparation, filing or fail to contest amending of any Tax Return and defending, contesting or settling any issue pertaining to Covered Taxes that is reasonably expected to materially adversely affect any Member’s rights or obligations under taxes, this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative. In addition to the foregoing, the Corporation shall not take any action outside the ordinary course of business (other than exercising its early termination right under Section 4.1(a)) a principal purpose of which is to minimize Tax Benefit Payments determined in accordance with this Agreementcontrol; provided, however, that for to the avoidance of doubt, nothing in this sentence shall be construed to in any way limit or otherwise prohibit the Corporation from exercising its rights pursuant to extent there is a conflict between this Agreement (includingand Sections 5.05 and 9.02 of the LLC Agreement, for Sections 5.05 and 9.02 of the avoidance of doubt, this Section 6.1)LLC Agreement shall control.

Tax Matters Consistency Cooperation. Section 6.1 6.1. Participation in the Corporation’s and Amneal LLCParent’s Tax Matters. Except as otherwise provided herein, and except as provided herein or in Section 9.03 Article IX of the LLC Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and Amneal LLCParent, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that the Corporation shall not settle any issue pertaining to Covered Tax Assets that is reasonably expected to materially adversely affect the TRA Parties’ rights and obligations under this Agreement without limitation the consent of the TRA Representatives, such consent not to be unreasonably withheld, conditioned or delayed. If the TRA Representatives fail to respond to any notice with respect to the settlement of any such issue within thirty (30) calendar days of its receipt of the applicable notice, the TRA Representatives shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify the TRA Representatives of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, Parent or any of Parent’s Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations under this Agreement, including the timing of anticipated Tax Benefit Payments and (ii) the TRA Representatives shall each have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such issue in any such tax audit. To the extent there is a conflict between this Agreement and the Operating Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and Parent, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporation shall notify the Members of, and keep them reasonably informed with respect to, the portion of any tax audit of the Corporation or Amneal LLC, or any of Amneal LLC’s subsidiaries, the outcome of which is reasonably expected to materially affect the Tax Benefit Payments payable to any Member under this Agreement, and the Member Representative, shall have the right to participate in and to monitor at its own expense (but, for the avoidance of doubt, not to control) any such portion of any such Tax audit; provided that the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is reasonably expected to materially adversely affect any Member’s rights or obligations under this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative. In addition to the foregoing, the Corporation shall not take any action outside the ordinary course of business (other than exercising its early termination right under Section 4.1(a)) a principal purpose of which is to minimize Tax Benefit Payments determined in accordance with this Agreement; provided, that for the avoidance of doubt, nothing in this sentence shall be construed to in any way limit or otherwise prohibit the Corporation from exercising its rights pursuant to this Agreement (including, for the avoidance of doubt, this Section 6.1)control.

Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and Amneal the LLC’s Tax Matters. Except as otherwise provided herein, and except as provided in Section 9.03 of the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and Amneal the LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that if ACON owns (or would own upon an Exchange of all outstanding Units) at least five (5) percent of the Class A Common Stock, the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is reasonably expected to materially adversely affect the Members’ rights and obligations under this Agreement without the consent of ACON, such consent not to be unreasonably withheld or delayed. If ACON fails to respond to any notice with respect to the settlement or other disposition of any such issue within fifteen (15) days of its receipt of the applicable notice, ACON shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, the Corporation shall notify ACON, the Members Management Representative and Fundamental of, and keep them reasonably informed with respect to, the portion of any tax audit of the Corporation or Amneal the LLC, or any of Amneal the LLC’s subsidiariesSubsidiaries, the outcome of which is reasonably expected to materially affect the Tax Benefit Payments payable to any Member such Members under this Agreement, and ACON and the Member Management Representative, as applicable, shall have the right to participate in and to monitor at its their own expense (but, for the avoidance of doubt, not to control) any such portion of any such Tax audit; provided that . To the extent there is a conflict between this Agreement and the LLC Agreement as it relates to tax matters concerning Covered Taxes and the Corporation shall not settle and the LLC, including preparation, filing or fail to contest amending of any Tax Return and defending, contesting or settling any issue pertaining to Covered Taxes that is reasonably expected to materially adversely affect any Member’s rights or obligations under taxes, this Agreement (including the amount or timing of any payment made hereunder) without the prior written consent of the Member Representative. In addition to the foregoing, the Corporation shall not take any action outside the ordinary course of business (other than exercising its early termination right under Section 4.1(a)) a principal purpose of which is to minimize Tax Benefit Payments determined in accordance with this Agreementcontrol; provided, however, that for to the avoidance of doubt, nothing in this sentence shall be construed to in any way limit or otherwise prohibit the Corporation from exercising its rights pursuant to extent there is a conflict between this Agreement (includingand Sections 5.05 and 9.02 of the LLC Agreement, for Sections 5.05 and 9.02 of the avoidance of doubt, this Section 6.1)LLC Agreement shall control.