Buyer and the Company, on the one hand, and Sellers and Seller Representative on the other, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 9.1 and any audit, litigation, voluntary disclosure process or procedure, any remedial Tax filings or other proceeding with respect to Taxes of the Company or its Subsidiaries. Such cooperation shall include the retention and, upon the other party’s request, the provision of records and information in such party’s possession which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and the Company, on the one hand, and Sellers and Seller Representative on the other, agree to retain all books and records in such party’s possession with respect to Tax matters pertinent to any Pre-Closing Tax Period or Straddle Tax Period of the Company and its Subsidiaries until the expiration of the statute of limitations (and, to the extent notified by the other party, any extensions thereof), and to abide by all record retention agreements entered into with any taxing authority.

Structure. The corporate structure, capital structure, other debt instruments, material accounts and governing documents of the [[Orthofix Inc.:Organization]] Entities shall be reasonably acceptable to the Administrative Agent.

Cooperation on Inter-Party Structure. The Parties will reasonably cooperate to establish or facilitate an optimal inter-Party financial operational structure (including, if necessary, procedures and agreements among the various Affiliates of the Parties) which is consistent with the economic result contemplated herein, consistent to the extent feasible with each Party’s internal structures and procedures, and not adverse to the Parties financial, economic, or tax positions.

The Buyer and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article IX and any Proceeding with respect to Taxes[[Parties:Organization]] Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement[[Parties:Organization]] The Buyer and the Sellers agree: # to retain all books and records with respect to Tax matters pertinent to a Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Sellers, any extensions) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority; and # to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records 25041432.12

Structure. Landlord shall maintain the roof, foundation and the structural soundness of the exterior walls of the Building in good repair. Landlord shall also maintain, and keep in good repair, the underground utility and sewer pipes outside the exterior walls of the Building. The cost of such maintenance shall be included in Operating Expenses. Notwithstanding the foregoing, Tenant shall repair and pay for any damage caused by the negligence of Tenant, or a “Tenant Representative” (as defined below), or otherwise caused by Tenant’s default hereunder. The term “walls” as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Tenant shall within a reasonable amount of time give Landlord written notice of a defect or need for repairs which are Landlord’s responsibility under this Section 5(b)(i), after which Landlord shall have reasonable opportunity to repair same or cure such defect. Landlord’s liability with respect to any defects, repairs or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance or the curing of such defect.

Cooperation on Filings. The Company agrees to provide to Sumitovant and its Representatives, and to instruct the Company Auditors to provide to Sumitovant and its Representatives, all material information with respect to the Company that Sumitovant reasonably requires in connection with the preparation by Sumitovant of its Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual Reports on Form 10-K, any Current Reports on Form 8-K and any registration statements, or other filings made by Sumitovant with the SEC, any national securities exchange or otherwise made publicly available with respect to the disclosures pertaining to the Company (collectively, the “Sumitovant Public Filings”). The Company and Sumitovant agree to reasonably cooperate with each other with respect to the requesting and furnishing of such required information in order to enable Sumitovant to file all Sumitovant Public Filings within the deadlines as required by applicable law. The Company will cause the Company Auditors (as defined below) to consent to any reference to them as experts in any Sumitovant Public Filings required under any law, rule or regulation. In addition, Sumitovant shall provide to the Company necessary and appropriate information that the Company reasonably requires, to the extent Sumitovant has such information and the Company does not, in connection with required filings made by the Company to a reasonably applicable governmental authority.

Structure. The pro forma capital, ownership and management structure and shareholding arrangement of the Credit Parties and their Subsidiaries (and all agreements relating thereto) shall be reasonably satisfactory to the Administrative Agent.

Structure. The JSC will be composed of a total of ​ representatives, ​ of which will be appointed by each of Puma and Pint, with the ​. Each individual appointed by a Party as a representative to the JSC will be an employee of such Party, or an employee of such Party’s Affiliate. Each Party may replace any of its JSC representatives at any time upon written notice to the other Party, which notice may be given by e-mail, sent to the other Party’s co-chairperson. The JSC will be co-chaired by one designated representative of each Party. The co-chairperson of the JSC will cast its Party’s vote on the JSC and such designee will have the authority to make decisions on behalf of such Party. Each co-chairperson will alternate being responsible for each meeting for # calling meetings, and # preparing and circulating an agenda in advance of each meeting; provided, however, that the applicable co-chairperson will include any agenda items proposed by either Party on such agenda. Each JSC representative will be subject to confidentiality obligations no less stringent than those in Article 8.

Party Structure. The Parties recognize that each Party possesses an internal structure (including various committees, teams and review boards) that will be involved in administering such Party’s activities under this Agreement. Each Party shall have the right to make routine day- to-day decisions relating to the conduct of those activities for which it has a performance or other obligation hereunder, in each case in a manner consistent with the then-current applicable plan and the terms and conditions of this Agreement.

Cooperation on Inter-Party Structure. The Parties will reasonably cooperate to establish or facilitate an optimal inter-Party financial operational structure (including, if necessary, procedures and agreements among the various Affiliates of the Parties) which is consistent with the economic result contemplated herein, consistent to the extent feasible with each Party’s internal structures and procedures, and not adverse to the Parties financial, economic, or tax positions.