Common use of MANNER OF PREPARING AND FILING TAX RETURNS Clause in Contracts

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton or any Eaton Affiliate, shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 of this Agreement and (ii) any Ruling Documents or Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by Eaton. (b) Eaton shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating to the Pre-Deconsolidation and Straddle Periods to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by Eaton, any Eaton Affiliate, Axcelis Technologies, and any Axcelis Technologies Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. Eaton agrees to provide Axcelis Technologies with a copy of each such Tax Return prior to the due date for the filing of any such Tax Return (giving effect to applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies the opportunity to review and comment on any such Tax Return. (1) Axcelis Technologies shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary for the preparation of the returns described in Sections 2.1(a) and (b) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) of this Agreement. If Axcelis Technologies so elects then it shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, for services rendered pursuant to this Section 2.2(c)(2).

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton MRV or any Eaton MRV Affiliate, shall be (1) prepared in a manner that is consistent with (i) Sections Section 5.1 and 10.3 of this Agreement and (ii) any Ruling Documents or RulingAgreement, and (2) filed on a timely basis (taking into account applicable extensions) by EatonMRV. (b) Eaton MRV shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating to the Pre-Deconsolidation and Straddle Periods any Tax Period to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by EatonMRV, any Eaton MRV Affiliate, Axcelis TechnologiesOptical Access, and any Axcelis Technologies Optical Access Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. Eaton MRV agrees to provide Axcelis Technologies Optical Access with a copy of each such Tax Return prior to the due date for the filing of any such Tax Return (giving effect to applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies Optical Access the opportunity to review and comment on any such Tax Return. (1) Axcelis Technologies ). Optical Access shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary for the preparation of the returns described in Sections 2.1(a2.1(a),(b) and or (bc) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal MRV's normal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) of this Agreement. If Axcelis Technologies so elects then it shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, for services rendered pursuant to this Section 2.2(c)(2).

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton FMC, any FMC Affiliate, Subsidiary or any Eaton Affiliate, Subsidiary Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 5.2 of this Agreement and (ii) any Ruling Documents Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by Eatonthe party responsible for such filing under Section 2.1 of this Agreement. (b) Eaton Subject to Sections 2.2(c) and (d) of this Agreement, FMC shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating described in Sec- -13- <PAGE> tion 2.1 (a) of this Agreement (without regard to the Pre-Deconsolidation which party is responsible for preparing and Straddle Periods filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by EatonFMC, any Eaton each FMC Affiliate, Axcelis TechnologiesSubsidiary, and any Axcelis Technologies each Subsidiary Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund Refund shall be made, (6) whether any refunds Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. Eaton agrees , whom to retain for such purpose and the scope of any such retention. (c) Subsidiary shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide Axcelis Technologies to FMC (or cause to be so provided), all information that FMC shall reasonably request, in such form as FMC shall reasonably request (including in the form of Pro Forma Subsidiary Group Consolidated Returns and Pro Forma Subsidiary Group Combined Returns), relating to the rights and obligations of FMC with a copy respect to Taxes and Tax Returns hereunder, including any such information so requested to enable FMC to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Subsidiary promptly after it is requested but in any event no later than forty (40) Business Days prior to the due date (taking into account extensions) of each such Tax Return). Without limiting the generality of the foregoing, Subsidiary shall, at its expense, prepare (or cause to be prepared) the portions of the Consolidated Returns and Combined Returns (including making any related elections and submitting any consents) that relate exclusively to Subsidiary or any Subsidiary Affiliate or the Technologies Business. Subsidiary shall submit (1) any portions of the Tax Returns referred to in the immediately preceding sentence or (2) any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement to FMC at least forty (40) Business Days (or such shorter period as agreed to by FMC) prior to the due date for the filing of any such Tax Return Returns (giving effect to taking into account applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies the opportunity to FMC's review and comment approval. Subsidiary shall advise FMC, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement, that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return or such Combined Return. Notwithstanding any such Tax Returnother provisions of this Agreement, Subsidiary shall use reasonable efforts to respond promptly to specific questions from FMC concerning tax matters with respect to which Subsidiary could reasonable be expected to have relevant information. (1d) Axcelis Subsidiary shall have the right to request that FMC file an amended Tax Return or claim for Refund relating to the portion of any Consolidated Return or Combined Return which Subsidiary is responsible for preparing under Section 2.2(c) of this Agreement or any Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Technologies Business, but only if such amended Tax Return would include aggregate adjustments relating to Subsidiary and Subsidiary Affiliates in excess of $5 million of Tax. Subsidiary shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary preparing the portion of any such amended Tax Return -14- <PAGE> or claim for Refund relating to (i) the preparation portion of the returns Consolidated Return or Combined Return which Subsidiary is responsible for preparing under Section 2.2(c) of this Agreement or (ii) the Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Technologies Business. Subsidiary shall submit such portion of the amended Tax Return or claim for Refund to FMC no later than forty (40) Business Days prior to the due date for filing such amended Tax Return or claim for Refund for FMC's review, approval and determination as to whether to honor such request and file such amended Tax Return or claim for Refund. (e) In the event that a Tax Item affects a Tax Return described in Sections Section 2.1(a) of this Agreement and (balso affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, the filing party shall conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due dates. (2f) For a period Without limiting the generality of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) foregoing provisions of this AgreementSection 2, consistent with Section 6038 of the Code and Treasury Regulation 1.6038-2(j)(1), Parent and Subsidiary agree specifically that Subsidiary shall be responsible for the filing of all Forms 5471 (including all related schedules, statements and forms) for tax year 2001 for all foreign Subsidiary Affiliates which were, after the Restructuring, directly or indirectly owned by Subsidiary. If Axcelis Technologies so elects then it Subsidiary shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare the Parent proof of the filing of all such returns in accordance with Forms 5471 on or before the terms and conditions contained in due date of the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, Parent's Tax return for services rendered pursuant to this Section 2.2(c)(2)the period which includes the Distribution Date.

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton FMC, any FMC Affiliate, Subsidiary or any Eaton Affiliate, Subsidiary Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 5.2 of this Agreement and (ii) any Ruling Documents Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by Eatonthe party responsible for such filing under Section 2.1 of this Agreement. (b) Eaton Subject to Sections 2.2(c) and (d) of this Agreement, FMC shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating described in Sec- (a) of this Agreement (without regard to the Pre-Deconsolidation which party is responsible for preparing and Straddle Periods filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by EatonFMC, any Eaton each FMC Affiliate, Axcelis TechnologiesSubsidiary, and any Axcelis Technologies each Subsidiary Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund Refund shall be made, (6) whether any refunds Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. Eaton agrees , whom to retain for such purpose and the scope of any such retention. (c) Subsidiary shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide Axcelis Technologies to FMC (or cause to be so provided), all information that FMC shall reasonably request, in such form as FMC shall reasonably request (including in the form of Pro Forma Subsidiary Group Consolidated Returns and Pro Forma Subsidiary Group Combined Returns), relating to the rights and obligations of FMC with a copy respect to Taxes and Tax Returns hereunder, including any such information so requested to enable FMC to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Subsidiary promptly after it is requested but in any event no later than forty (40) Business Days prior to the due date (taking into account extensions) of each such Tax Return). Without limiting the generality of the foregoing, Subsidiary shall, at its expense, prepare (or cause to be prepared) the portions of the Consolidated Returns and Combined Returns (including making any related elections and submitting any consents) that relate exclusively to Subsidiary or any Subsidiary Affiliate or the Technologies Business. Subsidiary shall submit (1) any portions of the Tax Returns referred to in the immediately preceding sentence or (2) any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement to FMC at least forty (40) Business Days (or such shorter period as agreed to by FMC) prior to the due date for the filing of any such Tax Return Returns (giving effect to taking into account applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies the opportunity to FMC's review and comment approval. Subsidiary shall provide FMC, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement, with a statement executed by an officer of Subsidiary stating that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return or such Combined Return. Notwithstanding any such Tax Returnother provisions of this Agreement, Subsidiary shall use reasonable efforts to respond promptly to specific questions from FMC concerning tax matters with respect to which Subsidiary could reasonable be expected to have relevant information. (1d) Axcelis Subsidiary shall have the right to request that FMC file an amended Tax Return or claim for Refund relating to the portion of any Consolidated Return or Combined Return which Subsidiary is responsible for preparing under Section 2.2(c) of this Agreement or any Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Technologies Business, but only if such amended Tax Return would include aggregate adjustments relating to Subsidiary and Subsidiary Affiliates in excess of $5 million of Tax. Subsidiary shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary preparing the portion of any such amended Tax Return or claim for Refund relating to (i) the preparation portion of the returns Consolidated Return or Combined Return which Subsidiary is responsible for preparing under Section 2.2(c) of this Agreement or (ii) the Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Technologies Business. Subsidiary shall submit such portion of the amended Tax Return or claim for Refund to FMC no later than forty (40) Business Days prior to the due date for filing such amended Tax Return or claim for Refund for FMC's review, approval and determination as to whether to honor such request and file such amended Tax Return or claim for Refund. (e) In the event that a Tax Item affects a Tax Return described in Sections Section 2.1(a) of this Agreement and (balso affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, the filing party shall conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due dates. (f) Without limiting the generality of the foregoing provisions of this Section 2, consistent with Section 6038 of the Code and Treasury Regulation 1.6038-2(j)(1), Parent and Subsidiary agree specifically that Subsidiary shall be responsible for the filing of all Forms 5471 (including all related schedules, statements and forms) For a period for tax year 2001 for all foreign Subsidiary Affiliates which were, after the Restructuring, directly or indirectly owned by Subsidiary. Subsidiary shall provide to the Parent proof of one year beginning the filing of all such Forms 5471 on or before the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(cdue date (including extensions) of this Agreement. If Axcelis Technologies so elects then it shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare such returns in accordance with the terms and conditions contained in Parent's Tax return for the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, for services rendered pursuant to this Section 2.2(c)(2)period which includes the Distribution Date.

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton Reuters, any Reuters Affiliate, Instinet or any Eaton Affiliate, Instinet Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 Section 5 of this Agreement and (ii) any Ruling Documents or Rulingthe Code, and (2) filed on a timely basis (taking into account applicable extensions) by Eatonthe party responsible for such filing under Section 2.1 of this Agreement. (b) Eaton Reuters shall have the exclusive right, in its sole discretion, discretion with respect to any Tax Reuters Consolidated Return relating to the Pre-Deconsolidation and Straddle Periods or Reuters Combined Return to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by EatonReuters, any Eaton Reuters Affiliate, Axcelis Technologies, Instinet and any Axcelis Technologies Instinet Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds 8 12 shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. To the extent that any Tax Items of Reuters are included on any Instinet Combined Return, Reuters shall also have the right to determine the manner of reporting of such Tax Item. (c) Instinet shall have the exclusive right with respect to any Instinet Separate Returns or any Instinet Combined Return (subject to the last sentence of Section 2.2(b) above) to determine (1) the manner in which such Tax Return or Tax Items shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by Instinet and any Instinet Affiliate on such Tax Return or with respect to such Tax Items, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. Eaton agrees Return or Tax Items; provided that, if Reuters and any Reuters Affiliates together own directly or indirectly fifty percent (50%) or more of the outstanding stock (by vote or value) of Instinet: (i) Reuters shall, by the end of the relevant tax period, designate and notify Instinet of the Instinet Separate Returns that it wishes to provide Axcelis Technologies with a copy of each review and approve and Instinet shall submit such Tax Return Returns to Reuters no later than fifteen (15) business days prior to the due date for the filing of any such Tax Return Returns (giving effect to taking into account applicable extensions) for Reuters review and approval, which approval shall not be unreasonably withheld and (ii) Reuters shall have the right to redetermine the manner of reporting of any Tax Item of Instinet included in such taxable years sufficiently Tax Returns including any of the matters listed in advance items 1 through 7 of this Section 2.2(c), if the proposed reporting of such date Tax Item would have a meaningful adverse effect with respect to allow Axcelis Technologies the opportunity to review and comment on Taxes of Reuters or any Reuters Affiliate, provided that the revised treatment of such Tax ReturnItem could not result in the imposition of penalties on Instinet or any Instinet Affiliate. (1d) Axcelis Technologies In the event that a Tax Item on a Tax Return described in Section 2.1(a) of this Agreement corresponds to a Tax Item on a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Instinet or the Instinet Affiliate preparing, or causing the preparation of, such Tax Return under Section 2.1(b) of this Agreement shall be responsible for providing financialconform the treatment of such Tax Item in such Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement, transactional, legal provided that the revised treatment of such Tax Item could not result in the imposition of penalties on Instinet or any Instinet Affiliate and other further provided that Reuters and any Reuters Affiliate together own directly or indirectly fifty percent (50%) or more of the outstanding stock (by vote or value) of Instinet. (e) Instinet shall provide all reasonable and necessary information to Reuters or its agents in a timely manner as necessary for order to facilitate the preparation of the returns described in Sections 2.1(a) portions of the Reuters Consolidated Returns and (b) Reuters Combined Returns filed after the date of this AgreementAgreement by Reuters (including making any related elections) that relate exclusively to Instinet or any Instinet Affiliate or the Transferred Business. Information Instinet shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) of this Agreement. If Axcelis Technologies so elects then it shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, for services rendered pursuant to this Section 2.2(c)(2).submit this

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton FMC, any FMC Affiliate, Subsidiary or any Eaton Affiliate, Subsidiary Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 5.2 of this Agreement and (ii) any Ruling Documents Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by Eatonthe party responsible for such filing under Section 2.1 of this Agreement. (b) Eaton Subject to Sections 2.2(c) and (d) of this Agreement, FMC shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating described in Sec- (a) of this Agreement (without regard to the Pre-Deconsolidation which party is responsible for preparing and Straddle Periods filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made or revoked by EatonFMC, any Eaton each FMC Affiliate, Axcelis TechnologiesSubsidiary, and any Axcelis Technologies each Subsidiary Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund Refund shall be made, (6) whether any refunds Refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. Eaton agrees , whom to retain for such purpose and the scope of any such retention. (c) Subsidiary shall, at its expense, be responsible for preparing (or causing to be prepared) and shall provide Axcelis Technologies to FMC (or cause to be so provided), all information that FMC shall reasonably request, in such form as FMC shall reasonably request (including in the form of Pro Forma Subsidiary Group Consolidated Returns and Pro Forma Subsidiary Group Combined Returns), relating to the rights and obligations of FMC with a copy respect to Taxes and Tax Returns hereunder, including any such information so requested to enable FMC to prepare the Tax Returns that it is required to prepare under Section 2.1 and allocate Taxes as required by this Agreement (which information shall be provided by Subsidiary promptly after it is requested but in any event no later than forty (40) Business Days prior to the due date (taking into account extensions) of each such Tax Return). Without limiting the generality of the foregoing, Subsidiary shall, at its expense, prepare (or cause to be prepared) the portions of the Consolidated Returns and Combined Returns (including making any related elections and submitting any consents) that relate exclusively to Subsidiary or any Subsidiary Affiliate or the Technologies Business. Subsidiary shall submit (1) any portions of the Tax Returns referred to in the immediately preceding sentence or (2) any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement to FMC at least forty (40) Business Days (or such shorter period as agreed to by FMC) prior to the due date for the filing of any such Tax Return Returns (giving effect to taking into account applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies the opportunity to FMC's review and comment approval. Subsidiary shall advise FMC, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement, that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on such portion of the Tax Return or such Combined Return. Notwithstanding any such Tax Returnother provisions of this Agreement, Subsidiary shall use reasonable efforts to respond promptly to specific questions from FMC concerning tax matters with respect to which Subsidiary could reasonable be expected to have relevant information. (1d) Axcelis Subsidiary shall have the right to request that FMC file an amended Tax Return or claim for Refund relating to the portion of any Consolidated Return or Combined Return which Subsidiary is responsible for preparing under Section 2.2(c) of this Agreement or any Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Technologies Business, but only if such amended Tax Return would include aggregate adjustments relating to Subsidiary and Subsidiary Affiliates in excess of $5 million of Tax. Subsidiary shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary preparing the portion of any such amended Tax Return or claim for Refund relating to (i) the preparation portion of the returns Consolidated Return or Combined Return which Subsidiary is responsible for preparing under Section 2.2(c) of this Agreement or (ii) the Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Technologies Business. Subsidiary shall submit such portion of the amended Tax Return or claim for Refund to FMC no later than forty (40) Business Days prior to the due date for filing such amended Tax Return or claim for Refund for FMC's review, approval and determination as to whether to honor such request and file such amended Tax Return or claim for Refund. (e) In the event that a Tax Item affects a Tax Return described in Sections Section 2.1(a) of this Agreement and (balso affects a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, the filing party shall conform the treatment of such Tax Item in any Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due dates. (2f) For a period Without limiting the generality of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) foregoing provisions of this AgreementSection 2, consistent with Section 6038 of the Code and Treasury Regulation 1.6038-2(j)(1), Parent and Subsidiary agree specifically that Subsidiary shall be responsible for the filing of all Forms 5471 (including all related schedules, statements and forms) for tax year 2001 for all foreign Subsidiary Affiliates which were, after the Restructuring, directly or indirectly owned by Subsidiary. If Axcelis Technologies so elects then it Subsidiary shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare the Parent proof of the filing of all such returns in accordance with Forms 5471 on or before the terms and conditions contained in due date of the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, Parent's Tax return for services rendered pursuant to this Section 2.2(c)(2)the period which includes the Distribution Date.

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton DuPont, any DuPont Affiliate, Conoco or any Eaton Affiliate, Conoco Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 of this Agreement and (ii) any Ruling Documents Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by Eatonthe party responsible for such filing under Section 2.1 of this Agreement. (b) Eaton Subject to Sections 2.2(c) and (d) of this Agreement, DuPont shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating described in the first sentence of Section 2.1(a) of this Agreement (without regard to the Pre-Deconsolidation which party is responsible for preparing and Straddle Periods filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by EatonDuPont, any Eaton DuPont Affiliate, Axcelis TechnologiesConoco, and any Axcelis Technologies Conoco Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. (c) Conoco shall be responsible for preparing the portions of the Consolidated Returns and Combined Returns (including making any related elections) that relate exclusively to Conoco or any Conoco Affiliate or the Transferred Business. Eaton agrees Conoco shall submit (1) any portions of the Tax Returns referred to provide Axcelis Technologies with a copy in the immediately preceding sentence or (2) any Combined Return referred to in the last sentence of each Section 2.1(a) of this Agreement to DuPont at least forty-five (45) business days (or such Tax Return shorter period as agreed to by DuPont) prior to the due date for the filing of any such Tax Return Returns (giving effect to taking into account applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies the opportunity to DuPont's review and comment approval, which approval shall not be unreasonably withheld. Conoco shall advise DuPont, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement, that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on any such portion of the Tax Return or such Combined Return. (1d) Axcelis Technologies Conoco shall have the right to request that DuPont file an amended Tax Return or claim for refund relating to the portion of any Consolidated Return or Combined Return which Conoco is responsible for preparing under Section 2.2(c) of this Agreement or any Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Transferred Business. Conoco shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary preparing the portion of such amended Tax Return or claim for refund relating to the preparation portion of the returns described in Sections 2.1(a) and (bConsolidated Return or Combined Return which Conoco is responsible for preparing under Section 2.2(c) of this AgreementAgreement or the Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Transferred Business. Information Conoco shall be requested and submitted by way submit such portion of annual tax workpaper packages (due the amended Tax Return or claim for refund to DuPont no later than March 31forty-five (45) business days prior to its filing for DuPont's review and approval, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentation. Such information which approval shall not be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due datesunreasonably withheld. (2) For a period of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) of this Agreement. If Axcelis Technologies so elects then it shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, for services rendered pursuant to this Section 2.2(c)(2).

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton DuPont, any DuPont Affiliate, Conoco or any Eaton Affiliate, Conoco Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 of this Agreement and (ii) any Ruling Documents Documents, Supplemental Ruling Documents, Ruling or Supplemental Ruling, and (2) filed on a timely basis (taking into account applicable extensions) by Eatonthe party responsible for such filing under Section 2.1 of this Agreement. (b) Eaton Subject to Sections 2.2(c) and (d) of this Agreement, DuPont shall have the exclusive right, in its sole discretion, with respect to any Tax Return relating described in the first sentence of Section 2.1(a) of this Agreement (without regard to the Pre-Deconsolidation which party is responsible for preparing and Straddle Periods filing such Tax Return) to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to EXHIBIT 10.13 be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by EatonDuPont, any Eaton DuPont Affiliate, Axcelis TechnologiesConoco, and any Axcelis Technologies Conoco Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. (c) Conoco shall be responsible for preparing the portions of the Consolidated Returns and Combined Returns (including making any related elections) that relate exclusively to Conoco or any Conoco Affiliate or the Transferred Business. Eaton agrees Conoco shall submit (1) any portions of the Tax Returns referred to provide Axcelis Technologies with a copy in the immediately preceding sentence or (2) any Combined Return referred to in the last sentence of each Section 2.1(a) of this Agreement to DuPont at least forty-five (45) business days (or such Tax Return shorter period as agreed to by DuPont) prior to the due date for the filing of any such Tax Return Returns (giving effect to taking into account applicable extensions) for such taxable years sufficiently in advance of such date to allow Axcelis Technologies the opportunity to DuPont's review and comment approval, which approval shall not be unreasonably withheld Conoco shall advise DuPont, each time that it delivers the portion of a Consolidated Return or Combined Return for which it is responsible pursuant to this Section 2.2(c) or any Combined Return referred to in the last sentence of Section 2.1(a) of this Agreement, that there is substantial authority (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns for each of the positions set forth on any such portion of the Tax Return or such Combined Return. (1d) Axcelis Technologies Conoco shall have the right to request that DuPont file an amended Tax Return or claim for refund relating to the portion of any Consolidated Return or Combined Return which Conoco is responsible for preparing under Section 2.2(c) of this Agreement or any Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Transferred Business. Conoco shall be responsible for providing financial, transactional, legal and other information in a timely manner as necessary preparing the portion of such amended Tax Return or claim for refund relating to the preparation portion of the returns described in Sections 2.1(a) and (bConsolidated Return or Combined Return which Conoco is responsible for preparing under Section 2.2(c) of this AgreementAgreement or the Tax Item on any other Consolidated Return or Combined Return that relates exclusively to the Transferred Business. Information Conoco shall be requested and submitted by way submit such portion of annual tax workpaper packages (due the amended Tax Return or claim for refund to DuPont no later than March 31forty-five (45) business days prior to its filing for DuPont's review and approval, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation of the current process), other miscellaneous information requests and other supporting documentationwhich approval shall not be unreasonably withheld. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) of this Agreement. If Axcelis Technologies so elects then it shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, for services rendered pursuant to this Section 2.2(c)(2).EXHIBIT 10.13

MANNER OF PREPARING AND FILING TAX RETURNS. (a) All Tax Returns filed after the date of this Agreement by Eaton Reuters, any Reuters Affiliate, Instinet or any Eaton Affiliate, Instinet Affiliate shall be (1) prepared in a manner that is consistent with (i) Sections 5.1 and 10.3 Section 5 of this Agreement and (ii) any Ruling Documents or Rulingthe Code, and (2) filed on a timely basis (taking into account applicable extensions) by Eatonthe party responsible for such filing under Section 2.1 of this Agreement. (b) Eaton Reuters shall have the exclusive right, in its sole discretion, discretion with respect to any Tax Reuters Consolidated Return relating to the Pre-Deconsolidation and Straddle Periods or Reuters Combined Return to determine (1) the manner in which such Tax Return shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be 8 12 requested, (3) the elections that will be made by EatonReuters, any Eaton Reuters Affiliate, Axcelis Technologies, Instinet and any Axcelis Technologies Instinet Affiliate on such Tax Return, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return. Eaton agrees To the extent that any Tax Items of Reuters are included on any Instinet Combined Return, Reuters shall also have the right to provide Axcelis Technologies determine the manner of reporting of such Tax Item. (c) Instinet shall have the exclusive right with a copy respect to any Instinet Separate Returns or any Instinet Combined Return (subject to the last sentence of each Section 2.2(b) above) to determine (1) the manner in which such Tax Return or Tax Items shall be prepared and filed, including the elections, methods of accounting, positions, conventions and principles of taxation to be used and the manner in which any Tax Item shall be reported, (2) whether any extensions may be requested, (3) the elections that will be made by Instinet and any Instinet Affiliate on such Tax Return or with respect to such Tax Items, (4) whether any amended Tax Returns shall be filed, (5) whether any claims for refund shall be made, (6) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax, and (7) whether to retain outside firms to prepare or review such Tax Return or Tax Items; provided that, if Reuters and any Reuters Affiliates together own directly or indirectly fifty percent (50%) or more of the outstanding stock (by vote or value) of Instinet: (i) Reuters shall, by the end of the relevant tax period, designate and notify Instinet of the Instinet Separate Returns that it wishes to review and approve and Instinet shall submit such Tax Returns to Reuters no later than fifteen (15) business days prior to the due date for the filing of any such Tax Return Returns (giving effect to taking into account applicable extensions) for Reuters review and approval, which approval shall not be unreasonably withheld and (ii) Reuters shall have the right to redetermine the manner of reporting of any Tax Item of Instinet included in such taxable years sufficiently Tax Returns including any of the matters listed in advance items 1 through 7 of this Section 2.2(c), if the proposed reporting of such date Tax Item would have a meaningful adverse effect with respect to allow Axcelis Technologies the opportunity to review and comment on Taxes of Reuters or any Reuters Affiliate, provided that the revised treatment of such Tax ReturnItem could not result in the imposition of penalties on Instinet or any Instinet Affiliate. (1d) Axcelis Technologies In the event that a Tax Item on a Tax Return described in Section 2.1(a) of this Agreement corresponds to a Tax Item on a Tax Return described in Section 2.1(b) of this Agreement that is filed after the date of this Agreement, Instinet or the Instinet Affiliate preparing, or causing the preparation of, such Tax Return under Section 2.1(b) of this Agreement shall be responsible for providing financialconform the treatment of such Tax Item in such Tax Return described in Section 2.1(b) of this Agreement to the treatment of such Tax Item in the applicable Tax Return described in Section 2.1(a) of this Agreement, transactional, legal provided that the revised treatment of such Tax Item could not result in the imposition of penalties on Instinet or any Instinet Affiliate and other further provided that Reuters and any Reuters Affiliate together own directly or indirectly fifty percent (50%) or more of the outstanding stock (by vote or value) of Instinet. (e) Instinet shall provide all reasonable and necessary information to Reuters or its agents in a timely manner as necessary for order to facilitate the preparation of the returns described in Sections 2.1(a) and (b) of this Agreement. Information shall be requested and submitted by way of annual tax workpaper packages (due no later than March 31, for the preceding tax year ended December 31), sales and use tax reports (submitted as required to meet reporting deadlines in accordance with the continuation portions of the current process), other miscellaneous information requests and other supporting documentation. Such information shall be submitted within 30 days of written request in accordance with Eato▇'▇ ▇▇▇mal information request practices and due dates. (2) For a period of one year beginning on the Deconsolidation Date, Axcelis Technologies may elect to have Eaton prepare the returns described in Section 2.1(c) of this Agreement. If Axcelis Technologies so elects then it shall provide written notice to Eaton as provided in Section 10.2. Eaton shall prepare such returns in accordance with the terms and conditions contained in the Transitional Services Agreement, dated as of June 30, 2000 by and between Eaton and Axcelis Technologies, for services rendered pursuant to this Section 2.2(c)(2).Reuters