Common use of Assistance and Cooperation Clause in Contracts

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

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

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

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

Assistance and Cooperation. (a) The Companies Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies Parties and their Affiliates Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the any other Company Party and its Affiliates reasonably available to such other Company Party as provided in Article VIIISection 8 of this Agreement. Each of the Companies Parties shall also make available to the otherany other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a ESAB and each other member of the ParentCo Group, on the one hand, or a member of the SpinCo Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. SpinCo ESAB Group shall cooperate with ParentCo Colfax and take any and all actions reasonably requested by ParentCo Colfax in connection with obtaining the Pre-Distribution Ruling and Tax Opinions Advice (including including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided provided, that SpinCo neither ESAB nor any other member of the ESAB Group shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control).

Assistance and Cooperation. (a) The Companies Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies Parties and their Affiliates Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the any other Company Party and its Affiliates reasonably available to such other Company Party as provided in Article VIIISection 8 of this Agreement. Each of the Companies Parties shall also make available to the otherany other Party, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a SMTA and each other member of the ParentCo SMTA Group, on the one hand, or a and SRC and member of the SpinCo SRC Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. SpinCo shall cooperate with ParentCo each other and take any and all actions reasonably requested by ParentCo the other in connection with obtaining the a Tax Opinions Opinion or Ruling (including including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor; provided that SpinCo no one shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events occurring after December 31, 2018 or over which it has no control).

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

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

Assistance and Cooperation. (a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Article VIIISection 9. Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the ParentCo Houston Group, on the one hand, or a member of the SpinCo Seattle Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Article VII Section 8 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. SpinCo (b) Houston acknowledges and agrees that Miami may seek from one or more of its tax advisors an opinion regarding the application of Section 7874(b) of the Code to Miami as a result of the Merger. Each Party shall (and shall cause its respective Affiliates to) reasonably cooperate with ParentCo each other and take any with each other’s agents and all actions reasonably requested by ParentCo advisors in connection with obtaining such tax opinion and any tax opinion set forth on Schedule 2 (to the Tax Opinions (extent not delivered prior to the date of this Agreement), including by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information reasonably requested by the tax advisors rendering such opinion and by executing a representation letter containing representations and covenants (subject to customary assumptions and conditions) regarding such facts and actions within such Party’s control that are reasonably necessary for the rendering of such tax opinion. (c) Any information or documents provided under this Section 8 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any Tax Advisor; provided that SpinCo administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Company nor any Affiliate shall not be required to make provide the other Company or confirm any representation Affiliate or covenant any other Person access to or copies of any information or procedures (including the proceedings of any Tax Contest) other than information or procedures that is inconsistent relate solely to the first Company, the business or assets of the first Company or any of its Affiliates and (ii) in no event shall any Company or its Affiliates be required to provide the other Company, any of the other Company’s Affiliates or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that a Company determines that the provision of any information to the other Company or an Affiliate of the other Company could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Company shall use reasonable best efforts to permit compliance with historical facts its obligations under this Section 8 in a manner that avoids any such harm or as to future matters or events over which it has no control).consequence. 26 Section 8.02

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