Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Each of Parent and SpinCo, on behalf of itself and each shall cause its respective Affiliates member of the Parent Group and the SpinCo Group, respectively, agrees to cooperate fully) and in a timely manner (considering provide the other Party’s normal internal processing party (or reporting requirementsits designee) with all reasonable requests from another Party hereto, such cooperation or from an agent, representative, information as such other party (or advisor to such Party, its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation and or filing of any Tax Returns, claims Return or claim for Refund, Audits, determinations of Tax Attributes and or the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes conduct of any of the Parties or their respective Subsidiaries covered by this AgreementProceeding. Such cooperation and information shall include, without limitation: , upon reasonable notice (ai) the retention until the expiration promptly forwarding copies of the applicable statute appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of limitations orproposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, if laterjudicial or governmental authority, until the expiration (ii) providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (biii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of any Tax Return, a Tax Return claim for a Refund, or Refund claim in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the Parties or any of their respective Subsidiaries case may be, to exercise its rights under this Agreement, and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of Parent’s or SpinCo’s, as the Party’s case may be, reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) foregoing. It is expressly the use intention of the Party’s parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable best efforts to obtain any Tax Returns (including accompanying schedulesnotice, related work papers, each of Parent and documents), documents, books, recordsSpinCo shall make its, or other information that may be necessary or helpful in connection with any Tax Returns of any shall cause the members of the Parties Parent Group or their Affiliates. Each Party shall the SpinCo Group, as applicable, to make its and its Subsidiaries’ their, employees and facilities available on a reasonable and mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the foregoing matters. Except filing of Tax Returns or claims for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by Anadarko, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each Party shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing Parties such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with determining a Liability for Taxes or a right to refund of Taxes or (iii) conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Tax Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents)relevant records concerning the ownership and Tax basis of property and other information, documents, books, records, or other information that which any such Party may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (b) Each Party shall retain all Tax Returns, schedules, work papers and other documents relating to Tax matters, of the Company Group and the JCA Entities for Pre-Closing Date Periods until the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate. Thereafter, the Party holding such Tax Returns or other documents may dispose of them after offering the other Party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other Party’s own expense. (c) Notwithstanding anything to the contrary in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which no Party shall be shared equally by required to deliver or otherwise provide cooperation, documentation or information that is not related to the Partiesoperation of the business of the Company (including, no reimbursement shall for the avoidance of doubt, an AGCO Combined Tax Return or a Trimble Combined Tax Return (as applicable)) or that it considers in good faith to be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1proprietary.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Each of Parent and NewCo, on behalf of itself and each shall cause its respective Affiliates member of the Parent Group and the NewCo Group, respectively, agrees to cooperate fully) and in a timely manner (considering provide the other Party’s normal internal processing party (or reporting requirementsits designee) with all reasonable requests from another Party hereto, such cooperation or from an agent, representative, information as such other party (or advisor to such Party, its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation and or filing of any Tax Returns, claims Return or claim for Refund, Audits, determinations of Tax Attributes and or the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes conduct of any of the Parties or their respective Subsidiaries covered by this AgreementProceeding. Such cooperation and information shall include, without limitation: , upon reasonable notice (ai) the retention until the expiration promptly forwarding copies of the applicable statute appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agents’ reports and similar reports, notices of limitations orproposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, if laterjudicial or governmental authority, until the expiration (ii) providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (biii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or NewCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return Return, a claim for a Refund, or Refund claim in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or NewCo, as the Parties or any of their respective Subsidiaries case may be, to exercise its rights under this Agreement, and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of Parent’s or NewCo’s, as the Party’s case may be, reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) foregoing. It is expressly the use intention of the Party’s parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the NewCo Group with respect to all Combined Returns. Upon reasonable best efforts to obtain any Tax Returns (including accompanying schedulesnotice, related work papers, each of Parent and documents), documents, books, recordsNewCo shall make its, or other information that may be necessary or helpful in connection with any Tax Returns of any shall cause the members of the Parties Parent Group or their Affiliates. Each Party shall the NewCo Group, as applicable, to make its and its Subsidiaries’ their, employees and facilities available on a reasonable and mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the foregoing matters. Except filing of Tax Returns or claims for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. The Parties (a) SnackCo and GroceryCo shall each cooperate fully (and each shall cause each member of its respective Affiliates Group to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another the other Party hereto, or from an agent, representative, or advisor to such Party, in connection with (1) the preparation and filing of Tax Returns, Returns and claims for Refundrefund, Audits(2) Tax Contests, determinations (3) the application of Tax Attributes and the calculation Article IV of Taxes or other amounts required to be paid hereunderthis Agreement, and any applicable financial reporting requirements of a Party (4) all other matters or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries issues covered by this AgreementAgreement (including, without limitation, cooperating in meeting those deadlines reasonably established and determined by the Filing Party or Controlling Party, as the case may be, to facilitate the timely filing of any Tax Return or any filing related to a Tax Contest). Such cooperation shall include, without limitation: (ai) the retention retaining until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions)limitations, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding ownership and Tax basis of property), documentation, documentation and other information relating to such the Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (bii) the execution of executing any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective SubsidiariesTax Contest, or the filing of a Tax Return or Refund refund claim by a member of the Parties SnackCo Post-Distribution Group or any of their respective Subsidiaries (the GroceryCo Post-Distribution Group, including certification, to the signature of an officer best of a Party or its Subsidiary)member’s knowledge, of the accuracy and completeness of the information it has supplied; (ciii) taking any action (e.g., filing a Ruling request with the use relevant Taxing Authority or executing a power of attorney) that is reasonably necessary in order to prepare, file, amend, or take any other action with respect to Tax Returns; (iv) determining the liability for and the amount of any Taxes, Residual Indemnity Obligations, Specified Indemnity Obligations, or FIN 45 Indemnity Obligations due or the right to and the amount of any refunds of Tax, Residual TSA Receivables, Specified TSA Receivables, or FIN 45 TSA Receivables; (v) for each Tax Return that includes any Pre-Distribution Period or any Tax Return filed with respect to the year of the PartyDistribution (including any short-year Tax Returns), using the same Tax Return preparation software used to file the SnackCo Consolidated Return Group’s reasonable consolidated U.S. Federal Income Tax Return; (vi) using best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing; (dvii) the use of the Party’s reasonable using best efforts to calculate and determine any Tax Benefit or Tax Detriment; (viii) using best efforts to obtain any Tax Returns (including accompanying schedulesrefund, related work papers, and documents), documents, books, recordscredit, or other information that may be necessary or helpful in connection with any Tax Returns Benefit governed by Section 4.04 of any this Agreement, including, for the avoidance of doubt, filing a claim for a protective refund at the request of the Parties other Party; (ix) using best efforts to make the applicable Party’s (or their Affiliates. Each Party shall make member of its and its Subsidiaries’ employees Group’s) current or former directors, officers, employees, agents and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except ; (x) coordinate in connection with entering into any advance pricing agreement with respect to any jointly owned, controlled, or used intellectual property; (xi) providing notice it is reasonably likely to carry back a Tax Attribute under Section 4.01 of this Agreement; and (xii) participating in regularly scheduled meetings between the Parties to further the purposes of this Agreement. (b) If a Party (or any member of its Group) fails to comply with any of its obligations set forth in Section 10.01(a) of this Agreement upon reasonable request and notice by the other Party, and such failure results in the imposition of additional Taxes, the nonperforming Party shall be liable in full for such additional Taxes. (c) Unless otherwise provided, each Party shall bear its own costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this in complying with Section 10.110.01(a).

Cooperation and Exchange of Information. (a) The Parties shall Seller and the Purchaser will provide each cooperate fully (other with such cooperation and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering information as either of them reasonably may request of the other Party’s normal internal processing in filing any Tax return, amended return or reporting requirementsclaim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax returns or portions thereof, together with accompanying schedules and related work papers and documents relating to Tax matters of the Pershing Companies. Each party shall make its employees reasonably available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Each party will retain all returns, schedules and work papers and all material records or other documents relating to Tax matters of all of the Pershing Companies for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) with the expiration of the statute of limitations of the taxable periods to which such returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods or (ii) eight years following the due date (without extension) for such returns; provided, however, that a party shall not dispose of any such materials if at least 90 Business Days before the later of the end of either of the periods described in clause (i) or (ii), the other party has notified the disposing party of its desire to review such material, in which case such other party shall be given an opportunity, at its cost and expense, to remove and retain all reasonable requests from another Party heretoor any part of such materials. Any information obtained under this Section 7.04 shall be kept confidential, or from an agent, representative, or advisor to such Party, except as may be otherwise necessary in connection with the preparation and filing of Tax Returns, returns or claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes refund or in conducting an audit or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;proceeding. (b) For Tax periods ending after the execution of any document that may Closing Date, the Purchaser shall timely prepare and file with the appropriate authorities all Tax returns required to be necessary or reasonably helpful filed in connection with any Audit of any respect of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries Pershing Companies (including the signature of an officer of Tax returns required to be filed with respect to a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costsStraddle Period, which shall be shared equally by prepared on a basis, including methods of accounting, consistent with prior practice), provided that, with respect to a Straddle Period, the Parties, Seller shall have the right to review the Tax return and no reimbursement such Tax return shall be made for costs filed without the Seller's consent, which shall not be unreasonably withheld. For Tax periods ending on or before the Closing Date, Seller shall timely prepare and expenses incurred by file with the Parties appropriate authorities all Tax returns required to be filed with respect to the Pershing Companies. For Straddle Periods, the Seller shall pay to Purchaser the Seller's share of Taxes imposed with respect to a Straddle Period (as determined in accordance with Section 7.01(a)(ii)) at least two (2) Business Days prior to the date a result of cooperating pursuant to this Section 10.1Tax payment is due.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by Alon Energy, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by DBE, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. (a) The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another the other Party hereto, or from an agent, representative, representative or advisor to such other Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations with respect to the allocation of Tax Attributes attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation, at each Party’s own cost: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions)limitations, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateSubsidiaries, books, records (including information regarding ownership and Tax basis of property), documentation, documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (bii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary)Subsidiaries; (ciii) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases)foregoing; and (div) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, records or other information that may be necessary or helpful in connection with any Tax Returns of or any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Non-Income Tax Returns, claims for Refund, Audits, determinations of Tax Attributes Audits and the calculation of Non-Income Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Non-Income Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Non-Income Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Non-Income Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Non-Income Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Non-Income Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Non-Income Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees (including subject matter experts) and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates Subsidiaries to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests in writing from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refundrefund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views facts as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with the preparation of any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among between the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.19.1. Notwithstanding the foregoing, no Party shall be required, pursuant to this Article IX, to share any information or records relating to any Person other than the Parties and their applicable Subsidiaries, or to provide any such information regarding the Post-Distribution operation of the LQ Parent Retained Business or the Separated Real Estate Business, as applicable.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) CA Short and each shall cause its Pages and their respective Affiliates to shall cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and all Returns relating in whole or in part to taxable periods ending on or before or including the calculation of Taxes or other amounts Distribution Date that are required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreementfiled after such date. Such cooperation shall include, without limitation:but not be limited to, furnishing prior years' Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Returns, and furnishing such other information within such party's possession requested by the party filing such Returns as is relevant to their preparation. In the case of any state, local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other taxable periods in which one party could reasonably require the assistance of the other party in obtaining any necessary information. (ab) Pages shall have the retention until the expiration of the applicable statute of limitations orright, if laterat its own expense, until the expiration of all relevant to control any audit or examination by any Taxing Authority ("Tax Attributes (in each case taking into account all waivers and extensionsAudit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the provision upon requestDistribution Date with respect to CA Short. CA Short shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of Tax Returns of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to CA Short, provided that, with respect to any state, local and foreign Taxes for any taxable period beginning before the Parties Distribution Date and their respective Subsidiaries for periods up to and including ending after the Distribution Date, booksCA Short or Pages, records (including information regarding ownership as the case may be, shall keep the other party duly informed and Tax basis shall consult with each other with respect to the resolution of property), documentationany issue that would adversely affect the other party, and other information relating to not settle any such Tax Returnsissue, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) without the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any consent of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costsaffected party, which consent shall not unreasonably be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1withheld.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates Subsidiaries to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests in writing from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refundrefund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the PartiesVIII, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.19.1.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) forwarding promptly copies of appropriate notices and forms or other communications received from any Tax Authority (including any IRS revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency) or sent to any Tax Authority or any other administrative, judicial or other governmental authority that relate to a Disputed Tax Issue; (ii) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which either Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof) subject to the provisions of Section 6.02(e) hereof; (iii) the provision of additional information, including an explanation of material provided under clause (i) of Section 6.02(a) hereof, to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by CEI or Refund claim of the Parties Holdings or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the Both Parties shall use of the Party’s reasonable best efforts to obtain keep each other advised as to the status of Tax audits or Tax Controversies involving a Disputed Tax Issue and cooperate in a defense with respect to a Disputed Tax Issue in any Tax Returns Controversy. (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. c) Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (d) If either Party fails to provide any information requested pursuant to this AgreementSection 6.02 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that thirty (30) days prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within thirty (30) days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with the requirements of Section 6.02 hereof and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm. (e) Upon the expiration of any statute of limitations, the documentation of CEI or Holdings or any of their respective subsidiaries, including, without limitation, books, records, Tax Returns and all supporting schedules and information relating thereto, shall not be made for costs destroyed or disposed of unless (i) the Party proposing such destruction or disposal provides sixty (60) days prior written notice to the other Party describing in reasonable detail the documentation to be destroyed or disposed of and expenses incurred by (ii) the Parties as a result recipient of cooperating pursuant such notice agrees in writing to this Section 10.1such destruction or disposal. If the recipient of such notice objects, then the Party proposing the destruction or disposal shall promptly deliver such materials to the objecting Party at the expense of the objecting Party.

Cooperation and Exchange of Information. The Parties Each party hereto agrees to provide, and to cause each member of its Tax Group to provide, such cooperation and information as such other party shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in request, on a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Partybasis, in connection with the preparation and or filing of any Tax Return or claim for Tax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the provisions of this Agreement (including any cooperation required to carry out the intentions of the parties as set forth in the preamble), which cooperation and information shall include in particular, making its employees involved in the research and development process available to the other party and having such employees provide such assistance as the other party may require for such purposes, provided, however, that neither party shall be obligated to provide the other party Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes documentation or other amounts required to be paid hereunderinformation of a proprietary or confidential nature for purposes of verifying any calculation, and provided further, that in any applicable financial reporting requirements such case where one party does not provide the other party with Tax Returns, documentation or information because it is proprietary or confidential, both parties shall cooperate in developing mutually acceptable procedures including retaining a mutually agreeable accounting firm to review such Tax Returns, documentation or information for purposes of a Party or its Affiliates, in each case, related or attributable verifying such calculation. To the extent necessary to or arising in connection with Taxes or Tax Attributes carry out the purposes of any this Agreement and subject to the other provisions of the Parties or their respective Subsidiaries covered by this Agreement. Such , such cooperation and information shall includeinclude without limitation the non-exclusive designation of an officer of Conexant as an officer of Alpha and each of its affiliates for the purpose of signing Tax Returns, without limitation: (a) cashing refund checks, pursuing refund claims, dealing with Tax Authorities and defending audits as well as promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Tax Authority which relate to the retention until Alpha Tax Group for the expiration of the applicable statute of limitations or, if later, until the expiration Tax Indemnification Period and providing copies of all relevant Tax Attributes (in each case taking into account all waivers Returns for the Tax Indemnification Period, together with accompanying schedules and extensions)related workpapers, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Tax Authorities; (b) , including without limitation, foreign Tax Authorities, and records concerning the execution ownership and Tax basis of any document that property, which either party may be necessary or reasonably helpful in connection with any Audit of any possess. Subject to the rights of the Parties or their respective SubsidiariesAlpha Tax Group under the other provisions of this Agreement, such officer shall have the authority to execute powers of attorney (including Form 2848) on behalf of each member of the Alpha Tax Group with respect to Tax Returns for the Tax Indemnification Period. Each party to this Agreement shall make, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or shall cause its Subsidiary); (c) the use of the Party’s reasonable best efforts affiliates to obtain any documentation and provide additional factsmake, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result provide an explanation of cooperating pursuant to this Section 10.1any documents or information provided hereunder.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations by Tyco International with respect to the allocation of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateSubsidiaries, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary)Subsidiaries; (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Each of TriMas and Horizon, on behalf of itself and each shall cause its respective Affiliates other member of the TriMas Group and the Horizon Group, respectively, agrees to cooperate fully) and in a timely manner (considering provide the other Party’s normal internal processing party (or reporting requirementsits designee) with all reasonable requests from another Party hereto, such cooperation or from an agent, representative, information as such other party (or advisor to such Party, its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation and or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, upon reasonable notice, (i) promptly forwarding copies of appropriate notices and forms or other communications (including information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, claims for Refundtogether with accompanying schedules and related workpapers, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising documents prepared in connection with Taxes obtaining rulings or other determinations by any Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions)Authority, and such other records or documents in the provision upon request, possession of Tax Returns of a party concerning the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of propertyproperty or other matters relating to Taxes, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by TriMas (or its designee) or Horizon (or its designee), documentationas the case may be, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (biv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a an Income Tax Return or Refund Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for TriMas or Horizon, as the Parties or any of their respective Subsidiaries case may be, to exercise its rights under this Agreement, and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of TriMas’s or Horizon’s, as the Party’s case may be, reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another a Third Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish TriMas as the sole agent for Income Tax or other financial information databases); and (d) the use Other Tax purposes of each member of the Party’s Horizon Group with respect to all Combined Returns. Upon reasonable best efforts to obtain any Tax Returns (including accompanying schedulesnotice, related work papers, each of TriMas and documents), documents, books, recordsHorizon shall make its, or shall cause the other information that may be necessary or helpful in connection with any Tax Returns of any members of the Parties TriMas Group or their Affiliates. Each Party shall the Horizon Group, as applicable, to make its and its Subsidiaries’ their, employees and facilities available on a reasonable and mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 9 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the foregoing matters. Except filing of Income Tax Returns or Other Tax Returns or claims for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. (a) The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering parties hereto will provide the other Party’s normal internal processing or reporting requirementsparties (at no charge) with all reasonable requests from another Party heretosuch cooperation and information as may be reasonably requested in preparing or finalizing any financial statements or accounting records or filing any Tax Return, amended Tax Return or from an agentclaim for refund, representative, determining any liability for Taxes or advisor a right to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation a refund of Taxes or participating in or conducting any audit or other amounts required proceeding in respect of Taxes relating to be paid hereunder, and any applicable financial reporting requirements of a Party the Purchased Assets or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this AgreementBusiness. Such cooperation and information shall include, without limitation: (a) the retention until the expiration include providing reasonable access to accounting systems and records and providing copies of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers Returns or portions thereof, together with accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, papers and documents relating to rulings or other determinations by Taxing Authorities;taxing authorities. Each of the parties will make themselves (and their respective employees and Representatives) reasonably available, on a mutually convenient basis, to provide explanations of any documents or information provided under this Section 5.09(a) and to provide reasonable assistance with the preparation or finalization of any financial statements or accounting records and shall enter into a reasonable transition agreement which allows Sellers to utilize certain agreed-upon employees of Purchaser for this purpose in consideration of a reasonable fee to be paid through Sellers’ bankrupt estate. Each of the parties will retain all Tax Returns, schedules and work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters relevant to the Purchased Assets or the Business for the taxable period first ending after the Closing and for all prior taxable periods (the “Tax Documents”) until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions. After such time or at any other time when the parties want to dispose the Tax Documents, before any of the parties shall dispose of any such documents in its possession (or in the possession of its Affiliates), the other party shall be given the opportunity, after 90 days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). In the event that a Seller is liquidated or otherwise ceases to be a going concern prior to the expiration of the period described in the second preceding sentence and such Seller’s Tax Documents are not retained by any such Seller’s Affiliate, such Seller shall offer the Purchaser the opportunity described in the preceding sentence (with 90 days’ prior written notice or such shorter period of notice as may be practicable) to remove and retain Tax Documents (at Purchaser’s expense) and such Seller may then dispose of any such documents not removed by the Purchaser. If it is not practical to give the other party the right to retain Tax Documents, the other party may instead be given a reasonable opportunity to make copies, at its own expense of such Tax Documents. Any information obtained under this Section 5.09(a) shall be kept confidential, except as may be otherwise required in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (b) the execution of The Sellers shall not take any document that may be necessary or reasonably helpful in connection with actions (including, but not limited to, filing any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim amended Tax Return, responding to any audit or inquiry by a taxing authority, or settling or compromising any controversy with a taxing authority) that could materially affect the Tax Liability of the Parties or any of their respective Subsidiaries (including Purchaser without the signature of an officer of a Party or its Subsidiary); (c) the use prior written consent of the Party’s reasonable best efforts Purchaser, which consent shall not be unreasonably withheld or delayed, provided that this Section 5.09(b) shall not apply to obtain any documentation and provide additional facts, insights income Taxes or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1respect thereof.

Cooperation and Exchange of Information. The Parties Each party hereto agrees to provide, and to cause each member of its Tax Group to provide, such cooperation and information as such other party shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in reasonably request, on a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Partybasis, in connection with the preparation and or filing of any Tax Return or claim for Tax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the provisions of this Agreement (including any cooperation required to carry out the intentions of the parties as set forth in the preamble), provided, however, that neither party shall be obligated to provide the other party Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes documentation or other amounts required to be paid hereunderinformation of a proprietary or confidential nature for purposes of verifying any calculation, and provided further, that in any applicable financial reporting requirements such case where one party does not provide the other party with Tax Returns, documentation or information because it is proprietary or confidential, both parties shall cooperate in developing mutually acceptable procedures including retaining a mutually agreeable accounting firm to review such Tax Returns, documentation or information for purposes of a Party or its Affiliates, in each case, related or attributable verifying such calculation. To the extent necessary to or arising in connection with Taxes or Tax Attributes carry out the purposes of any this Agreement and subject to the other provisions of the Parties or their respective Subsidiaries covered by this Agreement. Such , such cooperation and information shall includeinclude without limitation the non-exclusive designation of an officer of Fortune as an officer of ACCO and each of its affiliates for the purpose of signing Tax Returns, without limitation: (a) cashing refund checks, pursuing refund claims, dealing with Tax Authorities and defending audits as well as promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Tax Authority which relate to the retention until ACCO Tax Group for the expiration of the applicable statute of limitations or, if later, until the expiration Tax Indemnification Period and providing copies of all relevant Tax Attributes (in each case taking into account all waivers Returns for the Tax Indemnification Period, together with accompanying schedules and extensions)related workpapers, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Tax Authorities; (b) , including without limitation, foreign Tax Authorities, and records concerning the execution ownership and Tax basis of any document that property, which either party may be necessary or reasonably helpful in connection with any Audit of any possess. Subject to the rights of the Parties or their respective SubsidiariesACCO Tax Group under the other provisions of this Agreement, such officer shall have the authority to execute powers of attorney (including Form 2848) on behalf of each member of the ACCO Tax Group with respect to Tax Returns for the Tax Indemnification Period. Each party to this Agreement shall make, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or shall cause its Subsidiary); (c) the use of the Party’s reasonable best efforts affiliates to obtain any documentation and provide additional factsmake, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result provide an explanation of cooperating pursuant to this Section 10.1any documents or information provided hereunder.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refundrefund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1. Water and Defense shall have the right to access, retrieve, and utilize any and all Tax data and information as it relates to members of the Water Group and Defense Group, respectively, from ITT’s existing Tax data and information systems until the time each establishes its own Tax data and information systems.

Cooperation and Exchange of Information. The Parties (a) Each Party hereto agrees to provide, and to cause each member of its Tax Group to provide, such cooperation and information as such other Party shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in request, on a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Partybasis, in connection with the preparation and or filing of any Tax Return or claim for Tax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the provisions of this Agreement (including any cooperation required to carry out the intentions of the Parties as set forth in the preamble), which cooperation and information shall include in particular, making its employees involved in the research and development process available to the other Party and having such employees provide such assistance as the other Party may require for such purposes; provided, however, that neither Party shall be obligated to provide the other Party with Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes documentation or other amounts required to be paid hereunder, and any applicable financial reporting requirements information of a proprietary or confidential nature for purposes of verifying any calculation; provided, further, that in any such case where one Party does not provide the other Party with Tax Returns, documentation or its Affiliatesinformation because it is proprietary or confidential, both parties shall cooperate in each casedeveloping mutually acceptable procedures including retaining a mutually agreeable accounting firm to review such Tax Returns, related documentation or attributable information for purposes of verifying such calculation. (b) To the extent necessary to or arising in connection with Taxes or Tax Attributes carry out the purposes of any this Agreement and subject to the other provisions of the Parties or their respective Subsidiaries covered by this Agreement. Such , the cooperation and information required pursuant to Section 7.1(a) shall include, without limitation: (a) , the retention until non-exclusive designation of an officer of Agilent as an officer of Verigy and each Verigy Tax Group Member for the expiration purpose of signing Tax Returns, cashing refund checks, pursuing refund claims, corresponding with Tax Authorities and defending audits as well as promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Tax Authority which relate to the applicable statute of limitations or, if later, until Verigy Tax Group for the expiration Tax Indemnification Period and providing copies of all relevant Tax Attributes (in each case taking into account all waivers Returns for the Tax Indemnification Period, together with accompanying schedules and extensions)related workpapers, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Tax Authorities; (b) , including without limitation, foreign Tax Authorities, and records concerning the execution ownership and Tax basis of any document that property, which either Party may be necessary or reasonably helpful in connection with any Audit of any possess. Subject to the rights of the Parties or their respective SubsidiariesVerigy Tax Group under the other provisions of this Agreement, or such officer shall have the filing authority to execute powers of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries attorney (including IRS Form 2848) on behalf of each Verigy Tax Group Member with respect to Tax Returns for the signature of an officer of a Party or its Subsidiary);Tax Indemnification Period. (c) the use of the Party’s reasonable best efforts Each Party to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, recordsthis Agreement shall make, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make cause its and affiliates to make, its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred provide an explanation of any documents or information provided under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.17.1.

Cooperation and Exchange of Information. The Parties Seller and Purchaser shall provide each cooperate fully (other with such cooperation and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing information as either of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties them or their respective Subsidiaries covered by this AgreementAffiliates may reasonably request of the other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any contest in respect of Taxes (a “Tax Contest”). Such cooperation and information shall include, without limitation: (a) the retention until the expiration include providing copies of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions)Returns or portions thereof, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedules, related work papers, papers and documents relating to rulings or other determinations by Taxing Tax Authorities; . Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Business for each Tax period first ending after the Closing Date and for all prior Tax periods until the later of (bi) the execution expiration of any document that the statute of limitations of the Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and (ii) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 7.03 shall be kept confidential except as otherwise may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing mattersfiling of Tax Returns or claims for Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. Except for costs and expenses otherwise allocated among the Parties pursuant to this AgreementSeller shall promptly notify Purchaser if, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant the amendment of any Tax Return, any claim or assessment by any Tax authority or any other cause, the Tax reserves in respect of the Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to this the Closing) with respect to the Ceded Insurance Contracts, and shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the principles of Section 10.17.01.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: include the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by MRD, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates Subsidiaries to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretothe other Party, or from an agent, representative, or advisor to such the other Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliatesany Subsidiary thereof, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties either Party or their respective Subsidiaries covered by this AgreementSubsidiary thereof. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of copies of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any either of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiaryany Subsidiary thereof); (c) at the other Party’s sole cost and expense, the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another the other Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) at the other Party’s sole cost and expense, the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties other Party or their Affiliatesany Subsidiary thereof. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among as explicitly provided in this Agreement or in the Parties pursuant to this Transition Services Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.02(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by Pioneer, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.02 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.02 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.02(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by Xxxxxxxx 66, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.02 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.02 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties shall each cooperate fully Not more than sixty (60) days after the receipt of a customary package of Tax information materials requests from Parent, Purchaser shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in Parent a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing package of Tax Returnsinformation materials, claims for Refundincluding schedules and work papers, Audits, determinations of requested by Parent to enable Parent to prepare and file all Tax Attributes and the calculation of Taxes or other amounts Returns required to be paid hereunder, prepared and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable filed by it with respect to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties Transferred Companies and their respective Subsidiaries for periods up or the Transferred IP. Purchaser shall prepare such package in good faith and in a manner consistent with Parent’s past practice. Each party to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentationthis Agreement shall, and shall cause its Affiliates to, provide to the other party to this Agreement such cooperation, documentation and information relating as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under this Article VII or a right to such a refund of Taxes, or (iii) conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, including together with all relevant portions of relevant accompanying schedules, related schedules and relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and relevant records concerning the execution ownership and Tax basis of property and other information, which any document that such party may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiariespossess. Each party shall retain all Tax Returns, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation schedules and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents)all material records and other documents relating to Tax matters, documents, books, recordsof the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or other information that may be necessary or helpful in connection with any (y) eight (8) years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of any them after offering the other party reasonable notice and opportunity to take possession of the Parties or their Affiliatessuch Tax Returns and other documents at such other party’s own expense. Each Party party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant at its cost to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result provide explanation of cooperating pursuant to this Section 10.1any documents or information so provided.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by NRGY, NRGM or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties Sellers and Purchaser shall provide each cooperate fully (other with such cooperation and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering information as either of them reasonably may request of the other Party’s normal internal processing in filing any Tax Return, amended return or reporting requirements) with all reasonable requests from another Party heretoclaim for refund, determining a liability for Taxes or from an agent, representative, or advisor a right to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation refund of Taxes or in conducting any audit or other amounts required to be paid hereunder, and any applicable financial reporting requirements proceeding in respect of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this AgreementTaxes. Such cooperation and information shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration include providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) Authorities and records concerning the execution ownership and tax basis of property, which either party may possess. Each party shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.15(e). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document that or other written information upon receipt of reasonable documentation of such costs, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all Tax Returns, schedules and workpapers and all material records, computer software and data maintained there under, or other documents relating thereto, until the expiration of the statute of limitations (including extensions) of the taxable years to which such returns and other documents relate and, unless such returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party to take possession of such books and records or computer software and data maintained there under. Any information obtained under this Section 5.15(e) shall be kept confidential, except as may be otherwise necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Returns or claims for refund or in conducting any audit or other proceeding. Purchaser and the Transferred Entities shall at their own cost and expense fully and accurately complete in all material respects and submit any tax data packages in respect of Tax periods or portions thereof ending prior to the Closing Date reasonably required by Sellers to satisfy their Tax Return or Refund claim filing obligations within the time periods reasonably requested by the tax department of the Parties or any of Honeywell consistent with past practices. Purchaser and Sellers further agree, upon request, to use their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights certificate or views other document from any Governmental Authority or any other person as requested by another Party that may be necessary to mitigate, reduce or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain eliminate any Tax Returns that could be imposed (including accompanying schedulesincluding, related work papersbut not limited to, and documentswith respect to the transactions contemplated hereby), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. (a) The Parties Partnership shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, extent reasonably requested by Valero in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which the Partnership may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.02(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party by Valero or its Subsidiary); subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (civ) the use of the PartyPartnership’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) foregoing. Valero shall provide the use of Partnership, to the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedulesextent reasonably requested, related work papers, and documents), documents, books, records, with such documentation or other information that may be as is necessary or helpful in connection with any Tax Returns of any of for the Parties or their Affiliates. Partnership to verify the calculations set forth on the Partnership Group Pro Forma Combined Return. (b) Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.02 hereof within a reasonable period, including costs incurred under Article II as determined in good faith by the Party requesting the information, then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party and Article IXprovided that the unresponsive Party may request the use of an alternative public accounting firm if such request is commercially reasonable. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, and except for copying costs, which then such unresponsive Party shall be shared equally permit the requesting Party’s public accounting firm (or the firm agreed upon by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties ) full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.02 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) forwarding promptly copies of appropriate notices and forms or other communications received from any Tax Authority (including any IRS revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency) or sent to any Tax Authority or any other administrative, judicial or other governmental authority that relate to a Disputed Tax Issue; (ii) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which either Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof) subject to the provisions of Section 6.02(e) hereof; (iii) the provision of additional information, including an explanation of material provided under clause (i) of Section 6.02(a) hereof, to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by Halliburton or Refund claim of the Parties KBR or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in foregoing. Tax or other financial information databases); andSharing Agreement Between Halliburton Co. and KBR, Inc. (db) the Both Parties shall use of the Party’s reasonable best efforts to obtain keep each other advised as to the status of Tax audits or Tax Controversies involving a Disputed Tax Issue and cooperate in a defense with respect to a Disputed Tax Issue in any Tax Returns Controversy. (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. c) Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (d) If either Party fails to provide any information requested pursuant to this AgreementSection 6.02 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that thirty (30) days prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within thirty (30) days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with the requirements of Section 6.02 hereof and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm. (e) Upon the expiration of any statute of limitations, the documentation of Halliburton or KBR or any of their respective subsidiaries, including, without limitation, books, records, Tax Returns and all supporting schedules and information relating thereto, shall not be made for costs destroyed or disposed of unless (i) the Party proposing such destruction or disposal provides sixty (60) days prior written notice to the other Party describing in reasonable detail the documentation to be destroyed or disposed of and expenses incurred by (ii) the Parties as a result recipient of cooperating pursuant such notice agrees in writing to this Section 10.1such destruction or disposal. If the recipient of such notice objects, then the Party proposing the destruction or disposal shall promptly deliver such materials to the objecting Party at the expense of the objecting Party.

Cooperation and Exchange of Information. (a) The Parties shall Seller and the Purchaser will provide each cooperate fully (other with such cooperation and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering information as either of them reasonably may request of the other Party’s normal internal processing in filing any Tax return, amended return or reporting requirementsclaim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax returns or portions thereof, together with accompanying schedules and related work papers and documents relating to Tax matters of the Pershing Companies. Each party shall make its employees reasonably available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Each party will retain all returns, schedules and work papers and all material records or other documents relating to Tax matters of all of the Pershing Companies for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) with the expiration of the statute of limitations of the taxable periods to which such returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods or (ii) eight years following the due date (without extension) for such returns; provided, however, that a party shall not dispose of any such materials if at least 90 Business Days before the later of the end of either of the periods described in clause (i) or (ii), the other party has notified the disposing party of its desire to review such material, in which case such other party shall be given an opportunity, at its cost and expense, to remove and retain all reasonable requests from another Party heretoor any part of such materials. Any information obtained under this Section 7.04 shall be kept confidential, or from an agent, representative, or advisor to such Party, except as may be otherwise necessary in connection with the preparation and filing of Tax Returns, returns or claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes refund or in conducting an audit or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;proceeding. (b) For Tax periods ending after the execution of any document that may Closing Date, the Purchaser shall timely prepare and file with the appropriate authorities all Tax returns required to be necessary or reasonably helpful filed in connection with any Audit of any respect of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries Pershing Companies (including the signature of an officer of Tax returns required to be filed with respect to a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costsStraddle Period, which shall be shared equally by prepared on a basis, including methods of accounting, consistent with prior practice), provided that, with respect to a Straddle Period, the Parties, Seller shall have the right to review the Tax return and no reimbursement such Tax return shall be made for costs filed without the Seller’s consent, which shall not be unreasonably withheld. For Tax periods ending on or before the Closing Date, Seller shall timely prepare and expenses incurred by file with the Parties appropriate authorities all Tax returns required to be filed with respect to the Pershing Companies. For Straddle Periods, the Seller shall pay to Purchaser the Seller’s share of Taxes imposed with respect to a Straddle Period (as determined in accordance with Section 7.01(a)(ii)) at least two (2) Business Days prior to the date a result of cooperating pursuant to this Section 10.1Tax payment is due.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Not more than 60 days after the receipt of a customary package of Tax information materials requests from Seller, IPH shall, and each shall cause its respective Affiliates to, provide to cooperate fully) Seller a package of Tax information materials, including schedules and work papers, requested by Seller to enable Seller to prepare all Tax Returns required to be prepared by it with respect to the Transferred Company or its Subsidiaries. IPH shall prepare such package completely and accurately, in good faith and in a timely manner (considering consistent with Seller’s past practice. Any reasonable out of pocket expenses incurred in providing such package shall be reimbursed by Seller. Each party to this Agreement shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretoparty to this Agreement such cooperation, or from an agent, representative, or advisor to such Party, documentation and information as either of them reasonably may request in connection with the preparation (i) filing any Tax Return, amended Tax Return or claim for refund; (ii) determining a liability for Taxes or an indemnity obligation under this Article VII or a right to refund of Taxes; or (iii) conducting any Tax Proceeding. Such cooperation and filing information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and relevant records concerning the execution ownership and Tax basis of property and other relevant information, which any document that such party may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiariespossess. Each party shall retain all Tax Returns, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation schedules and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, recordsall material records and other documents relating to Tax matters of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or other information that may be necessary or helpful in connection with any (y) eight years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of any them after offering the other party reasonable notice and opportunity to take possession of the Parties or their Affiliatessuch Tax Returns and other documents at such other party’s expense. Each Party party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant at its cost to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result provide explanation of cooperating pursuant to this Section 10.1any documents or information so provided.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than 60 days after the receipt of a request from Purchaser, Seller shall, and each shall cause its respective Affiliates to, provide to cooperate fully) Purchaser a package of Tax information materials, including schedules and work papers, requested by Purchaser to enable Purchaser to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company. Seller shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing Party such cooperation, documentation and information as either of them reasonably may request in (i) preparing and filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with all reasonable requests from another Party heretodetermining a liability for Taxes or an indemnity obligation under this ‎Article VII or a right to refund of Taxes, or from an agent(iii) conducting any Tax Proceeding. Such cooperation, representativedocumentation and information shall include providing necessary powers of attorney, or advisor to such Party, in connection with the preparation and filing copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and relevant records concerning the execution ownership and Tax basis of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation property and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other relevant information that any such Party may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. (c) Each Party shall retain (to the extent in connection with its possession or the foregoing matters. Except for costs possession of its Affiliates) all Tax Returns, schedules and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the Company for copying costsits Tax periods ending on or prior to or including the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, which shall be shared equally by or (y) eight years following the Partiesdue date (without extension) for such Tax Returns. Thereafter, no reimbursement shall the Party holding such Tax Returns or other documents may dispose of them unless the other Party provides reasonable notice and requests the opportunity to take possession of any portion of such Tax Returns and other documents that relate solely to the Company at such other Party’s own expense (provided, that any such notice must in any event be made for costs and expenses incurred by the Parties as a result of cooperating pursuant in writing at least 60 days prior to this Section 10.1such disposition).

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than thirty (30) days after the receipt of a request from Seller, Purchaser shall, and each shall cause its respective Affiliates to, use commercially reasonable efforts to cooperate fully) provide to Seller a package of Tax information materials, including schedules and work papers, reasonably requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to any member of the Alkali Group. Purchaser shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing Party to this Agreement such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with all reasonable requests from another Party heretodetermining a liability for Taxes or an indemnity obligation under this Article VII or a right to refund of Taxes, or from an agent, representative, or advisor (iii) conducting any Tax Proceeding. Such cooperation and information shall include providing reasonably necessary powers of attorney to such Party, in connection the extent consistent with the preparation and filing provisions of this Article VII, copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Tax Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents)relevant records concerning the ownership and Tax basis of property and other information, documents, books, records, or other information that which any such Party may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs at its cost to provide an explanation of any documents or information so provided. (c) Each Party shall retain all Tax Returns, schedules and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the relevant entities for copying coststheir respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, which shall be shared equally by or (y) ten years (10) following the Partiesdue date (without extension) for such Tax Returns. Thereafter, no reimbursement shall be made for costs the Party holding such Tax Returns or other documents may dispose of them after offering the other Party reasonable notice and expenses incurred by the Parties as a result opportunity to take possession of cooperating pursuant to this Section 10.1such Tax Returns and other documents at such other Party’s own expense.

Cooperation and Exchange of Information. The Parties Seller Parent and Purchaser shall provide, or cause to be provided to, each cooperate fully (other with such cooperation and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering information as either of them reasonably may request of the other Party’s normal internal processing in filing any Tax Return, an amended return or reporting requirements) with all reasonable requests from another Party heretoclaim for refund, or from an agentdetermining a liability for Taxes, representative, or advisor to such Party, including any VAT liability in connection with the preparation and filing of Tax Returnstransactions contemplated in this Agreement, claims for Refund, Audits, determinations of Tax Attributes and the calculation or a right to refund of Taxes or in conducting any audit or other amounts required to be paid hereunder, and any applicable financial reporting requirements proceeding in respect of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this AgreementTaxes. Such cooperation and information shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration include providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and records concerning the execution ownership and tax basis of property, which either party may possess. Each party shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, no party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 10.3(h). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document that or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returns, schedules and workpapers and all material records, computer software and data maintained thereunder, or other documents relating thereto, until the expiration of the statute of limitations (including extensions) of the taxable years to which such returns and other documents relate and, unless such returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party reasonable notice prior to transferring, destroying or discarding any such books and records or computer software and data maintained thereunder, and, if the other party so requests, shall allow the other party to take possession of such books and records or computer software and data maintained thereunder. Any information obtained under this Section 10.3(h) shall be kept confidential, except as may be otherwise necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return returns or Refund claim claims for refund or in conducting any audit or other proceeding. Purchaser and the Transferred Entities shall, at their own cost and expense, fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of the Parties or any of Seller Parent consistent with past practices. Purchaser and Seller Parent further agree, upon request, to use their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights certificate or views other document from any Governmental Authority or any other person as requested by another Party that may be necessary to mitigate, reduce or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain eliminate any Tax Returns that could be imposed (including accompanying schedulesincluding, related work papersbut not limited to, and documentswith respect to the transactions contemplated hereby), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than sixty (60) days after the receipt of a request from Seller, Purchaser shall, and each shall cause its respective Affiliates to, provide to cooperate fully) Seller a package of Tax information materials, including schedules and work papers, all as reasonably requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to any member of the Alkali Group. Purchaser shall prepare such package completely and reasonably accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing Party to this Agreement such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with all reasonable requests from another Party heretodetermining a liability for Taxes or an indemnity obligation or a right to refund of Taxes, each under this Article VIII, or from an agent, representative, or advisor (iii) conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney to such Party, in connection the extent consistent with the preparation and filing provisions of this Article VIII, copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Tax Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents)relevant records concerning the ownership and Tax basis of property and other information, documents, books, records, or other information that which any such Party may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs at its cost to provide an explanation of any documents or information so provided. (c) Each Party shall retain all Tax Returns, schedules and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the relevant entities for copying coststheir respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, which shall be shared equally by or (y) ten years (10) following the Partiesdue date (without extension) for such Tax Returns. Thereafter, no reimbursement shall be made for costs the Party holding such Tax Returns or other documents may dispose of them after offering the other Party reasonable notice and expenses incurred by the Parties as a result opportunity to take possession of cooperating pursuant to this Section 10.1such Tax Returns and other documents at such other Party’s own expense.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by DBE, Rattler or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates Subsidiaries to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretothe other Party, or from an agent, representative, or advisor to such the other Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliatesany Subsidiary thereof, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties either Party or their respective Subsidiaries covered by this AgreementSubsidiary thereof. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of copies of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any either of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiaryany Subsidiary thereof); (c) at the other Party’s sole cost and expense, the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another the other Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and; (d) at the other Party’s sole cost and expense, the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties other Party or their Affiliatesany Subsidiary thereof; and (e) such services as described on Schedule 10.1(e). Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to as explicitly provided in this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1. Notwithstanding the foregoing, in no event shall the H&S Parties be required to comply with the foregoing provisions of this Section 10.1 to the extent that compliance would require the H&S Parties to exceed the limitations set forth on Schedule 10.1(e).

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each Party shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretoto this Agreement such cooperation, or from an agent, representative, or advisor to such Party, documentation and information as either of them reasonably may request in connection with the preparation and (i) filing of any Tax ReturnsReturn, claims amended Tax Return or claim for Refundrefund, Audits, determinations of Tax Attributes and the calculation of (ii) determining a liability for Taxes or other amounts required an indemnity obligation under this Article VII or a right to be paid hereunderrefund of Taxes, and or (iii) conducting any applicable financial reporting requirements of a Party or its AffiliatesTax Proceeding, in each case, related or attributable case relating to or arising in connection with Taxes or any Tax Attributes of any of that the Parties or their respective Subsidiaries covered by other party could be expected to be responsible for under this Agreement. Such cooperation and information shall includeinclude providing necessary powers of attorney, without limitation:copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax basis of property and other information, which any such Party may possess. Each Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (ab) Notwithstanding anything to the retention contrary in this Agreement, each Party shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until six months after the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions). Thereafter, and the provision upon request, of Party holding such Tax Returns or other documents may dispose of them after offering the Parties other Party reasonable notice and their respective Subsidiaries for periods up opportunity to and including the Distribution Date, books, records (including information regarding ownership and take possession of such Tax basis of property), documentation, Returns and other information relating to documents at such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary);Party’s own expense. (c) the use Within three (3) months of the Party’s Closing, Seller will make reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any determine (A) the adjusted cost base to CIT Holdings Canada ULC (“CIT ULC”) of the foregoing units of CIT Funding LLC (including without limitation any information contained in “CIT LLC”) as of the Closing Date, for purposes of the Canadian Tax or other financial information databases); and Act, and (dB) the use tax-free surplus balance of CIT LLC as of the Party’s reasonable best efforts to obtain any Closing Date, within the meaning of subsection 5905(5.5) of the Income Tax Returns Regulations (including accompanying schedules, related work papersCanada), and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of will provide such amounts to Purchaser Sub within three (3) months after the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1Closing.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) forwarding promptly copies of appropriate notices and forms or other communications received from any Tax Authority (including any IRS revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency) or sent to any Tax Authority or any other administrative, judicial or other governmental authority that relate to a Disputed Tax Issue; (ii) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which either Party may Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof) subject to the provisions of Section 6.02(e) hereof; (iii) the provision of additional information, including an explanation of material provided under clause (i) of Section 6.02(a) hereof, to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by Halliburton or Refund claim of the Parties KBR or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the Both Parties shall use of the Party’s reasonable best efforts to obtain keep each other advised as to the status of Tax audits or Tax Controversies involving a Disputed Tax Issue and cooperate in a defense with respect to a Disputed Tax Issue in any Tax Returns Controversy. (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. c) Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (d) If either Party fails to provide any information requested pursuant to this AgreementSection 6.02 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that thirty (30) days prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within thirty (30) days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with the requirements of Section 6.02 hereof and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm. (e) Upon the expiration of any statute of limitations, the documentation of Halliburton or KBR or any of their respective subsidiaries, including, without limitation, books, records, Tax Returns and all supporting schedules and information relating thereto, shall not be made for costs destroyed or disposed of unless (i) the Party proposing such destruction or disposal provides sixty (60) days prior written notice to the other Party describing in reasonable detail the documentation to be destroyed or disposed of and expenses incurred by (ii) the Parties as a result recipient of cooperating pursuant such notice agrees in writing to this Section 10.1such destruction or disposal. If the recipient of such notice objects, then the Party proposing the destruction or disposal shall promptly deliver such materials to the objecting Party at the expense of the objecting Party.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than 60 days after the receipt of a request from Purchaser, Seller shall, and each shall cause its respective Affiliates to, provide to cooperate fully) Purchaser a package of Tax information materials, including schedules and work papers, requested by Purchaser to enable Purchaser to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company and its Subsidiaries. Seller shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing or reporting requirementsParty such cooperation, documentation and information as either of them reasonably may request in (i) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation preparing and filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under this Article ‎VII or a right to refund of Taxes or (iii) conducting any Tax Proceeding. Such cooperation, documentation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and relevant records concerning the execution ownership and Tax basis of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation property and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other relevant information that any such Party may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. (c) Each Party shall retain (to the extent in connection with its possession or the foregoing matters. Except for costs possession of its Affiliates) all Tax Returns, schedules and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the Company and its Subsidiaries for copying costsits Tax periods ending on or prior to or including the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, which shall be shared equally by or (y) eight years following the Partiesdue date (without extension) for such Tax Returns. Thereafter, no reimbursement shall the Party holding such Tax Returns or other documents may dispose of them unless the other Party provides reasonable notice and requests the opportunity to take possession of any portion of such Tax Returns and other documents that relate solely to the Company or any of its Subsidiaries at such other Party’s own expense (provided, that any such notice must in any event be made for costs and expenses incurred by the Parties as a result of cooperating pursuant in writing at least 60 days prior to this Section 10.1such disposition).

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by NiSource, MLP, OpCo or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by OTA, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than thirty (30) days following receipt of a request from a Party, the other Party shall, and each shall cause its respective Affiliates to, provide to cooperate fullythe requesting Party a package of Tax information materials within the possession of such other Party or its advisors, including schedules and work papers, requested by the requesting Party to enable the requesting Party to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 7.02. (b) Each Party shall, and in a timely manner (considering shall cause its Affiliates to, provide to the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretosuch cooperation, or from an agent, representative, or advisor to such Party, documentation and information as either of them reasonably may request in connection with (i) filing any Tax Return (including Tax Returns required to be filed pursuant to Section 7.02(a)(ii)), amended Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under Section 2.06 or Section 7.10 or a right to a refund for Taxes or (iii) preparing for or conducting the preparation and filing defense of any Tax Claim. (c) Each Party shall retain all Tax Returns, claims for Refundschedules and work papers, Auditsand all material records and other documents relating to Tax matters of the Transferred Entities (or with respect to the Transferred Assets, determinations of Tax Attributes the Assumed Liabilities and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or MCC Business) for their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: taxable periods beginning before the Closing Date until the later of (ai) the retention until the expiration of the applicable statute of limitations or, if later, until for the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and taxable periods to which the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to documents relate and (ii) seven (7) years following the due date (without extension) for such Tax Returns. Thereafter, including accompanying schedules, related work papers, and documents relating to rulings the Party holding such Tax Returns or other determinations by Taxing Authorities; (b) documents may dispose of them unless the execution other Party first provides reasonable notice that it intends to take possession of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a such Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Returns and other documents at such other Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatesexpense. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant at its cost to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result provide explanation of cooperating pursuant to this Section 10.1any documents or information so provided.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an ‘agent, representative, or advisor to such Party, in connection with the preparation and filing of Non-Income Tax Returns, ; claims for Refund, Audits, determinations of Tax Attributes Audits and the calculation of Non-Income Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Non-Income Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Non-Income Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Non-Income Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Non-Income Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Non-Income Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Non-Income Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees (including subject matter experts) and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by PAA, PNGS or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each of MMI Holdings and each CST Holdings shall, and shall cause its respective Affiliates each appropriate member of the MMI Group and the CST Group, respectively, to cooperate fullyprepare and submit to Stream, at MMI Holdings' and CST Holdings' expense, (i) not later than March 1 of the taxable year following the taxable year or period that includes the Drop-down Date, all information as Stream shall reasonably request to enable Stream to file extension requests with respect to the Stream consolidated federal income Tax Return and with respect to any state and local combined or unitary corporate income Tax Returns for the taxable year or period that includes the Drop-down Date, and (ii) not later than July 31 of the taxable year following the taxable year or period that includes the Drop-down Date, all information as Stream shall reasonably request to enable Stream to file the Stream consolidated federal income Tax Return and any state and local combined or unitary corporate income Tax Returns for the taxable year or period that includes the Drop-down Date. Representatives of MMI Holdings and CST Holdings shall meet with representatives of Stream from time to time (but no more frequently than monthly) as requested by Stream to discuss the status of the preparation of the information set forth in clauses (i) and (ii) of this Section 4.03(a). If, as a result of any such meeting, Stream reasonably determines that it is likely that MMI Holdings or CST Holdings will not be able to perform its obligations under this Section 4.03(a) in a timely manner manner, then Stream shall have the right to engage a certified public accounting firm of its choice to gather such information and the MMI Group or the CST Group, as the case may be, shall permit any such accounting firm full access to all appropriate records or other information in its possession. The expenses of such accounting firm shall be borne equally by Stream and MMI Holdings or CST Holdings, as the case may be. (considering b) Stream, on behalf of itself and each member of the other Party’s normal internal processing or reporting requirements) Stream Group, agrees to provide to the MMI Group and the CST Group, and each of MMI Holdings and CST Holdings, on behalf of itself and each member of the MMI Group and the CST Group, respectively, agrees to provide the Stream Group and the CST Group in the case of MMI Holdings and the MMI Group in the case of CST Holdings, with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, cooperation and information as a party shall reasonably request in connection with the preparation and or filing of any Tax Returns, claims Return or claim for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes refund not inconsistent with this Agreement or in conducting any audit or other amounts required proceeding in respect to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this AgreementTaxes. Such cooperation and information shall includeinclude without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any taxing authority which relate (i) to the Stream Group or the Stream Business, without limitation: (a) to Stream in the retention until the expiration case of the applicable statute MMI Group and the CST Group, (ii) to the MMI Group or the MMI Business, to MMI Holdings in the case of limitations orthe Stream Group and the CST Group, if laterand (iii) to the CST Group or the CST Business, until to CST Holdings in the expiration case of the Stream Group and the MMI Group; providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities, including without limitation, foreign taxing authorities, and records concerning the execution ownership and Tax basis of any document that property, which a party may be necessary or reasonably helpful in connection possess; and the issuing corporation's providing information to the employer corporation with any Audit respect to the exercise of any compensatory options to acquire stock of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim issuing corporation by an optionholder who was not an employee of the Parties or any of their respective Subsidiaries (issuing corporation, including the signature optionholder's name, social security number and address, the exercise date, the exercise price, the fair market value and the number of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papersshares issued, and documents), documents, books, records, or such other information that as the employer corporation may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatesreasonably request. Each Party party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis to provide explanations of any documents or information provided hereunder. (c) MMI Holdings, CST Holdings and Stream agree to retain all Tax Returns, related schedules and workpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder relating thereto existing on the date hereof or created through the Drop-down Date, until the expiration of the statute of limitations (including extensions) of the taxable years to which such Tax Returns and other documents relate and until the Final Determination of any payments which may be required in respect of such years under this Agreement. Stream, MMI Holdings and CST Holdings agree to advise each other promptly of any such Final Determination. Any information obtained under this Section 4.03 shall be kept confidential, except as may be otherwise necessary in connection with the foregoing matters. Except filing of Tax Returns or claims for costs and expenses otherwise allocated among refund or in conducting any audit or other proceeding. (d) If any member of the Parties pursuant Stream Group, the MMI Group or the CST Group, as the case may be, fails to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating provide any information requested pursuant to this Section 10.14.03 by (i) the dates, specified in subsection (a) hereof or, (ii) with respect to information not requested pursuant to subsection (a) hereof, within a reasonable period, then the requesting party shall have the right to engage a certified public accounting firm of its choice to gather such information. Stream, MMI Holdings and CST Holdings, as the case may be, agree upon 24 hours' notice, in the case of a failure to provide information pursuant to subsection (a) hereof, and otherwise upon 30 days' notice after the expiration of such reasonable period, to permit any such accounting firm full access to all appropriate records or other information in the possession of any member of the Stream Group, the MMI Group or the CST Group, as the case may be, during reasonable business hours, and to reimburse or pay directly all costs and expenses in connection with the engagement of such public accountants. (e) If any member of the Stream Group, the MMI Group or the CST Group, as the case may be, supplies information to a non-member of the Stream Group, MMI Group or CST Group, as the case may be, pursuant to this Section 4.03 and an officer of the requesting party signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly authorized officer of the party supplying such information shall certify, under penalties of perjury, the accuracy and completeness of the information so supplied. Stream agrees to indemnify and hold harmless each member of the MMI Group and the CST Group and its directors, officers and employees, from and against any cost, fine, penalty or other expense of any kind attributable to the negligence or willful misconduct of a member of the Stream Group, in supplying a member of the MMI Group or the CST Group with inaccurate or incomplete information. Each of MMI Holdings and CST Holdings agrees to indemnify and hold harmless each member of the Stream Group and the CST Group or the MMI Group, as the case may be, and their directors, officers and employees, from and against any cost, fine, penalty or other expense of any kind attributable to the negligence or willful misconduct of a member of the MMI Group or the CST Group, as the case may be, in supplying a member of the Stream Group or the other Group with inaccurate or incomplete information.

Cooperation and Exchange of Information. The Parties (a) Altria and PMI shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another the other Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returnsreturns, claims for Refundrefund, Audits, determinations of Tax Attributes and the calculation of Taxes audits concerning issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries matters covered by this AgreementAgreement (including, without limitation, cooperating in meeting those deadlines as established and reasonably determined by Altria to be necessary to facilitate the timely filing of any United States consolidated Federal Income Tax return of the Altria Consolidated Return Group). Such cooperation shall include, without limitation: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions)limitations, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Datereturns, books, records (including information regarding ownership and Tax basis of property), documentation, documentation and other information relating to such the Tax Returnsreturns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (bii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiariesaudit, or the filing of a Tax Return return or Refund refund claim by a member of the Parties Altria U.S. Group or any of their respective Subsidiaries (the PMI Group, including certification, to the signature of an officer best of a Party or its Subsidiary)Party’s knowledge, of the accuracy and completeness of the information it has supplied; (ciii) for each taxable year of the Altria Consolidated Return Group for which a United States consolidated Federal Income Tax return is filed that includes any Pre-Distribution Period of the PMI Group, the use of the same tax preparation software required to facilitate the filing of the Altria Group Consolidated Return; (iv) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatesforegoing. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among ; and (v) the participation in regularly scheduled meetings between the Parties pursuant to further the purposes of this Agreement, including costs incurred under Article II . (b) If a Party fails to comply with any of its obligations set forth in Section 9.03(a) of this Agreement upon reasonable request and Article IXnotice by the other Party, and except for copying costssuch failure results in the imposition of additional Taxes, which the nonperforming Party shall be shared equally by the Parties, no reimbursement shall be made liable in full for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1such additional Taxes.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each party to this Agreement shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Partyparty to this Agreement such cooperation, documentation and information as either of them reasonably may request in (i) preparing or filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability for Taxes or a right to refund of Taxes, (iii) participating in any Tax Proceeding or (iv) preparing the Purchaser’s normal internal processing Allocation. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or reporting requirementsinformation so provided. (b) with Each party hereto shall retain all reasonable requests from another Party heretoTax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of the relevant entities or assets for their respective Tax periods ending on or prior to, or from an agentincluding, representativethe Closing Date until the later of (i) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or advisor to (ii) eight (8) years following the due date (without extension) for such Party, in connection with Tax Returns. (c) Purchaser shall be responsible for the preparation and filing of any Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts Return required to be paid hereunderfiled by a Transferred Entity after the Closing; provided, that, if any such Tax Return reflects Taxes with respect to any Restructuring Transaction, Seller shall be entitled to prepare such Tax Return and any applicable financial reporting requirements of Purchaser shall timely file such Tax Return as prepared by Seller; provided, further, that Seller shall provide a Party or its Affiliatesdraft to Purchaser for Purchaser’s review and reasonable comment thirty (30) days prior to the due date for filing such Tax Return (or, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes the case of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or relating to any of their respective Subsidiaries (including the signature of an officer of a Party or its SubsidiaryTaxes other than income Taxes, such later date as is reasonably practicable); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and. (d) Notwithstanding anything to the contrary in this Agreement, in no event shall Purchaser or any of its Affiliates be entitled to receive or view, or have any rights with respect to any Tax Proceeding relating to, (i) any Tax Return of Seller Parent or any of its Affiliates (other than the Transferred Entities) or (ii) any consolidated, affiliated, fiscal, loss sharing, combined or similar group of which Seller Parent or any of its Affiliates (other than a Transferred Entity) is a member or any Combined Tax Return. (e) The Parties agree to, and to cause their respective Affiliates to, cooperate in good faith and use of the Party’s their commercially reasonable best efforts to obtain take such actions as may be reasonably necessary to mitigate, reduce or eliminate any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may could be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis imposed in connection with the foregoing mattersPurchaser Restructuring Transactions or the Bifurcation for which Purchaser or its Affiliates could be liable pursuant to Section 10.3(d). Except for costs Seller and expenses otherwise allocated among Purchaser shall each promptly notify the other if such Party determines that any such Tax could reasonably be expected to be imposed, and the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXshall, and except for copying costsshall cause their respective Affiliates to, which shall use commercially reasonable efforts to cooperate prior to taking any action that could reasonably be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a expected to result of cooperating pursuant to this Section 10.1in any such Tax being imposed.

Cooperation and Exchange of Information. The Parties (a) Not more than sixty (60) days after the receipt of a request from the other party, Parent or Purchaser (as the case may be) shall, and shall each cooperate fully cause their respective Affiliates to, use commercially reasonable efforts to provide to the other party a package of Tax information materials, including schedules and work papers and copies of books and records (to the extent permitted by applicable Law), reasonably requested by such party to enable such party to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Transferred Entities for any Tax period (or portion thereof) ending on (and each including) or prior to the Closing Date. Parent and Purchaser shall prepare any such package completely and accurately, in good faith and in a manner consistent with the preparing party’s past practice. (b) Each party to this Agreement shall, and shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing parties to this Agreement such reasonable assistance, cooperation, documentation and information as any of them reasonably may request in (i) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with determining a liability for Taxes or (iii) conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and relevant records concerning the execution ownership and Tax basis of property and other information, which any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis, at its cost, to provide an explanation of any document that may be necessary documents or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary);information so provided. (c) From and after the Closing, each party shall use of the Party’s commercially reasonable best efforts to obtain any documentation retain all Tax Returns, schedules and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents)all material records and other documents relating to Tax matters, documentsof the relevant entities (including, booksany the case of parent, records, any member of the Parent Group that held Xxxx Assets or other information that may be necessary Xxxx Liabilities prior to the Pre-Closing Restructuring) for their respective Tax periods (or helpful in connection with any portions thereof) ending on (and including) or prior to the Closing Date until the original expiration of the statute of limitations for the Tax periods to which the Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1other documents relate.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Seller on the one hand, and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering Stockholder on the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretohand, will provide, or cause to be provided, to the other party copies of all correspondence received from an agent, representative, any taxing authority by such party or advisor to such Party, any of its Affiliates in connection with the preparation liability of any for Taxes for any period for which such other party is or may be liable under subsection (ii) or (iii) of Section 10. 1. Stockholder shall assist Seller in obtaining the consent of the partners in any tax partnership in which Seller owns an interest to make (x) any elections in a return of the tax partnership which Seller deems necessary and (y) an allocation of tax 1. The parties will provide each other with such cooperation and information as they may reasonably request of each other in preparing or filing any Return, amended Return, or claim for refund, in determining a liability or a right of Tax Returnsrefund, claims for Refundor in conducting any audit or other proceeding, Audits, determinations of Tax Attributes and the calculation in respect of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of imposed on the Parties parties or their respective Subsidiaries covered by this AgreementAffiliates. Such cooperation shall includeSeller on the one hand, without limitation: (a) and Stockholder on the retention other hand, and their Affiliates will preserve and retain all Returns, schedules, work papers and all material records or other documents relating to any such Returns, claims, audits, or other proceedings until the expiration of the applicable statute statutory period of limitations or, if later, (including extensions) of the taxable periods to which such documents relate and until the expiration final determination of all relevant Tax Attributes (in each case taking into account all waivers any payments which may be required with respect to such periods under this Agreement and extensions)shall make such documents available at the then current administrative headquarters of such party to the other party or any Affiliate thereof, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up officers, employees and agents, upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and including records relating to Seller as they shall deem necessary. Seller on the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentationone hand, and Stockholder on the other information relating hand, further agree to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any permit representatives of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties other party or any Affiliate thereof to meet with employees of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available such party on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs order to enable such representatives to obtain additional information and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result explanations of cooperating any documents provided pursuant to this Section 10.110.5. Seller on the one hand, and Stockholder on the other hand, shall make available to the representatives of the other party or any Affiliate thereof sufficient work space and facilities to perform the activities described in the two preceding sentences. Any information obtained pursuant to this Section 10.5 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding. Each party shall provide the cooperation and information required by this Section 10.5 at its own expense.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by EXCO, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s 's commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days' prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party's public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.1.4.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party's engagement of the public accounting firm. ARTICLE V

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than sixty (60) days after the receipt of a request from Seller, Purchaser shall, and each shall cause its respective Affiliates to, provide to cooperate fully) Seller a package of Tax information materials, including schedules and work papers, reasonably requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Purchased Entities and its Subsidiaries and with respect to Seller Taxes. Purchaser shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing Party such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with all reasonable requests from another Party heretodetermining a liability for Taxes or an indemnity obligation under this Article VI or a right to refund of Taxes, or from an agent, representative, or advisor to such Party, in connection with the preparation (iii) conducting any Tax Proceeding. Such cooperation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, information shall include (x) in each case, related except as otherwise provided in Section 6.6(e) and without limiting any provision therein, providing authorizations necessary to facilitate the actions contemplated by this Section 6.7(b), consistent with the requirements in Section 6.4 and Section 6.6, but in no case shall either Party be required to provide authorizations to the other Party to execute Tax Returns or attributable to or arising in connection with Taxes or settlements of Tax Attributes Proceedings of any an Affiliate of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall includeother Party, without limitation: and (ay) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, portions of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such relevant Tax Returns, including together with all relevant portions of relevant accompanying schedules, related schedules and relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) Authorities and relevant records concerning the execution ownership and Tax basis of property and other information, which any document that such Party may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs at its cost to provide an explanation of any documents or information so provided. (c) Each Party shall retain all Tax Returns, schedules and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the relevant entities for copying coststheir respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or (y) eight (8) years following the due date (without extension) for such Tax Returns. Thereafter, the Party holding such Tax Returns or other documents may dispose of them unless the other Party provides reasonable notice of its desire to take possession of such Tax Returns and other documents in which case the Party holding such Tax Returns shall be shared equally by provide the Parties, no reimbursement shall be made for costs other Party reasonable opportunity to take possession of such Tax Returns and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1other documents at such other Party’s own expense.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each Party shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirementsParty to this Agreement such reasonable cooperation, documentation and information relating to the Neptune Entities and the Business as either of them may request that is reasonably necessary in (i) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation preparing and filing of any Tax ReturnsReturn, claims amended Tax Return or claim for Refundrefund, Audits, determinations of Tax Attributes and the calculation (ii) determining a Liability or indemnity obligation for Taxes or a right to refund of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates(including, in each case, related or attributable pursuant to or arising in connection this Agreement and for purposes of determining any Liability with Taxes or Tax Attributes of any respect to Section 951 and Section 951A of the Parties Code), (iii) preparing any financial statement in relation to Taxes, or their respective Subsidiaries covered by this Agreement(iv) conducting any Tax Proceeding or other claim or proceeding in respect of Taxes. Such cooperation and information shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration include providing copies of all relevant portions of relevant Tax Attributes Returns, together with all relevant portions of relevant accompanying schedules and relevant work papers (in each case taking into account all waivers and extensionsproviding Sellers a reasonable opportunity to review and comment on the determination of any Tax Liability with respect to Section 951 and Section 951A of the Code for which Sellers may be liable), relevant documents relating to relevant rulings or other relevant determinations by Taxing Authorities and relevant records concerning the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, relevant property and other information relating to relevant information, which any such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that Party may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. Any Party requesting assistance under this Section 6.3(a) agrees to bear all reasonable out-of-pocket expenses paid to third parties by the Party providing such assistance. (b) Purchaser shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of the Neptune Entities for their respective Tax periods (or portions thereof) ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate and (y) seven (7) years following the due date (without extension) for such Tax Returns. Thereafter, Purchaser may dispose of them after offering Sellers reasonable notice and opportunity to take possession of such Tax Returns and other documents (provided that any such notice must in connection with any event be made in writing at least sixty (60) days prior to such disposition). Notwithstanding anything to the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to contrary in this Agreement, including costs incurred under Article II access to and Article IXthe retention of all Tax Returns, work papers and other documents and records relating to, and except for copying costscooperation and procedures with respect to, which Tax matters with respect to the Neptune Entities shall be shared equally governed by this Article VI and the Parties, no reimbursement provisions of Section 5.4 shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1not apply.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each party to this Agreement shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing party to this Agreement such cooperation, documentation and information as either of them reasonably may request in (i) preparing or reporting requirementsfiling any Tax Return, amended Tax Return or claim for refund, (ii) with determining a Liability for Taxes or a right to refund of Taxes or (iii) participating in any Tax Proceeding. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (b) Each party hereto shall retain all reasonable requests from another Party heretoTax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of the relevant entities or assets for their respective Tax periods ending on or prior to, or from an agentincluding, representativethe applicable Closing Date until the later of (i) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or advisor (ii) eight (8) years following the due date (without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Party, in connection with Tax Returns and other documents at such other party’s own expense. (c) Purchaser shall be responsible for the preparation and filing of any Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts Return required to be paid hereunder, and any applicable financial reporting requirements of filed by a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of Transferred Entity after the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andClosing. (d) Notwithstanding anything to the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful contrary in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXin no event shall Purchaser or any of its Affiliates be entitled to receive or view, and except for copying costsor have any rights with respect to any Tax Proceeding relating to, (i) any Tax Return of Seller Parent or any of its Affiliates (other than the Transferred Entities) or (ii) any consolidated, affiliated, fiscal, loss sharing, combined or similar group of which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as Seller Parent or any of its Affiliates (other than a result of cooperating pursuant to this Section 10.1Transferred Entity) is a member or any Combined Tax Return.

Cooperation and Exchange of Information. The Parties shall each cooperate fully Except as otherwise provided in this Section 13, any amount to which a party is entitled under this Section 13 will be promptly paid to such party by the party obligated to make such payment following written notice to the party so obligated that the Taxes to which such amount relates have been paid or incurred and that provides details supporting the calculation of such amount. Each Party subject to indemnification under this Section 13 (and each shall cause its respective Affiliates to cooperate fullyan "INDEMNIFIED PARTY") and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretowill provide, or cause to be provided, to the party liable to indemnify such Indemnified Party (the "INDEMNIFYING PARTY") copies of all correspondence received from an agentany Taxing authority by such Indemnified Party or any of its Affiliates, representative, or advisor to such Partyincluding the Acquired Companies, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes liability of any of the Parties Acquired Companies for Taxes for any period for which such Indemnifying Party is or may be liable under Section 13.b.i. or Section 13.b.ii. The parties will provide each other with such cooperation and information as they may reasonably request of each other in preparing or filing any Return, amended Return or claim for refund, in determining a liability or a right to refund or in conducting any audit or other Proceeding in respect of Taxes imposed on the parties or their respective Subsidiaries covered by this AgreementAffiliates. Such cooperation shall includeBuyer and its Affiliates will preserve and retain all Returns, without limitation: (a) the retention schedules, work papers and other Records relating to any such Returns, claims, audits or other Proceedings until the expiration of the applicable statute statutory period of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all with regard to waivers and extensions), and the provision upon request, of Tax Returns ) of the Parties taxable periods to which such Records relate and their respective Subsidiaries for periods up to and including until the Distribution Date, books, records (including information regarding ownership and Tax basis final determination of property), documentation, and other information relating any payments which may be required with respect to such Tax Returnsperiods under this Agreement and will make such documents available to Representatives of Seller or its Affiliates upon reasonable notice and at reasonable times, including accompanying schedules, related work papers, and documents relating it being understood that such Representatives will be entitled to rulings or other determinations by Taxing Authorities; (b) the execution make copies of any document that may be necessary such Records as they deem necessary. Buyer further agrees to permit Representatives of Seller or reasonably helpful in connection its Affiliates to meet with any Audit employees of any of the Parties or their respective Subsidiaries, Buyer or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available Acquired Companies on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs order to enable such Representatives to obtain additional information and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result explanations of cooperating any documents provided pursuant to this Section 10.113.f. Buyer will make available, or cause the Acquired Companies to make available, to the Representatives of Seller or its Affiliates sufficient work space and facilities to perform the activities described in the two preceding sentences. Any information obtained pursuant to this Section 13.f. will be kept confidential in accordance with Section 14.d., except as may be otherwise necessary in connection with the filing of Returns or claims for refund or in conducting any audit or other proceeding. Each of the parties will provide the cooperation and information required by this Section 13.f. at its own expense.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than 60 days after the receipt of a request from Purchaser, Seller shall, and each shall cause its respective Affiliates to, provide to cooperate fully) Purchaser a package of Tax information materials, including schedules and work papers, requested by Purchaser to enable Purchaser to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company. Seller shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing Party such cooperation, documentation and information as either of them reasonably may request in (i) preparing and filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with all reasonable requests from another Party heretodetermining a liability for Taxes or an indemnity obligation under this Article VII or a right to refund of Taxes, or from an agent(iii) conducting any Tax Proceeding. Such cooperation, representativedocumentation and information shall include providing necessary powers of attorney, or advisor to such Party, in connection with the preparation and filing copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and relevant records concerning the execution ownership and Tax basis of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation property and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other relevant information that any such Party may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. (c) Each Party shall retain (to the extent in connection with its possession or the foregoing matters. Except for costs possession of its Affiliates) all Tax Returns, schedules and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the Company for copying costsits Tax periods ending on or prior to or including the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, which shall be shared equally by or (y) eight years following the Partiesdue date (without extension) for such Tax Returns. Thereafter, no reimbursement shall the Party holding such Tax Returns or other documents may dispose of them unless the other Party provides reasonable notice and requests the opportunity to take possession of any portion of such Tax Returns and other documents that relate solely to the Company at such other Party’s own expense (provided, that any such notice must in any event be made for costs and expenses incurred by the Parties as a result of cooperating pursuant in writing at least 60 days prior to this Section 10.1such disposition).

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than sixty (60) days after the receipt of a request from Seller, Purchaser shall, and each shall cause its respective Affiliates to, provide to cooperate fully) Seller a package of Tax information materials, including schedules and work papers, reasonably requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Purchased Entities and its Subsidiaries and with respect to Seller Taxes. Purchaser shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing Party such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with all reasonable requests from another Party heretodetermining a liability for Taxes or an indemnity obligation under this Article VI or a right to refund of Taxes, or from an agent, representative, or advisor to such Party, in connection with the preparation (iii) conducting any Tax Proceeding. Such cooperation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, information shall include (x) in each case, related except as otherwise provided in Section 6.6(e) and without limiting any provision therein, providing authorizations necessary to facilitate the actions contemplated by this Section 6.7(b), consistent with the requirements in Section 6.4 and Section 6.6, but in no case shall either Party be required to provide authorizations to the other Party to execute Tax Returns or attributable to or arising in connection with Taxes or settlements of Tax Attributes Proceedings of any an Affiliate of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall includeother Party, without limitation: and (ay) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, portions of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such relevant Tax Returns, including together with all relevant portions of relevant accompanying schedules, related schedules and relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) Authorities and relevant records concerning the execution ownership and Tax basis of property and other information, which any document that such Party may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs at its cost to provide an explanation of any documents or information so provided. (c) Each Party shall retain all Tax Returns, schedules and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the relevant entities for copying coststheir respective Tax periods ending on or prior to the Closing Effective Time until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or (y) eight (8) years following the due date (without extension) for such Tax Returns. Thereafter, the Party holding such Tax Returns or other documents may dispose of them unless the other Party provides reasonable notice of its desire to take possession of such Tax Returns and other documents in which case the Party holding such Tax Returns shall be shared equally by provide the Parties, no reimbursement shall be made for costs other Party reasonable opportunity to take possession of such Tax Returns and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1other documents at such other Party’s own expense.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Each party to this Agreement shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing party to this Agreement such cooperation, documentation and information as either of them reasonably may request in (a) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund or (b) with conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) Authorities and relevant records concerning the execution ownership and Tax basis of property and other information, which any document that such party may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation possess and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party each party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with at its cost to provide an explanation of any documents or information so provided; provided, that the foregoing matters. Except for costs and expenses otherwise allocated among party requesting assistance shall pay the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and reasonable out-of-pocket expenses incurred by the Parties as party providing such assistance; provided, further, that no party shall be required to provide assistance at times or in amounts that would interfere unreasonably with the business and operations of such party. Notwithstanding anything to the contrary in this Agreement (i) neither Purchaser nor any of its Affiliates shall be entitled to, any Tax Return (or copy thereof) of Seller or any of its respective Affiliates (other than solely that of a result Purchased Entity) or any Affiliated Group that includes Seller or any of cooperating pursuant to this Section 10.1its Affiliates (other than solely Purchased Entities) and (ii) Seller nor any of its Affiliates shall be entitled to, any Tax Return (or copy thereof) of Purchaser or any of its respective Affiliates (other than solely that of a Purchased Entity) or any Affiliated Group that includes Purchaser or any of its Affiliates (other than solely Purchased Entities).

Cooperation and Exchange of Information. The Parties (a) Each party shall each cooperate fully (provide the other with such cooperation and each shall cause deliver to such other party such information and data concerning the pre-Closing operations of the Company and the Subsidiaries and make available such knowledgeable employees of the Company and the Subsidiaries as such party may reasonably request, including providing the information and data required by the requesting party's customary tax and accounting questionnaires, in order to enable the requesting party to complete and file all Returns which it may be required to file with respect to the operations and business of the Company and the Subsidiaries during its respective Affiliates period of ownership or to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) respond to audits by any Taxing Authorities with all reasonable requests from another Party hereto, or from an agent, representative, or advisor respect to such Partyoperations and to otherwise enable requesting party to satisfy its internal accounting, in connection with the preparation tax and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreementlegitimate requirements. Such cooperation and information shall include, without limitation: (a) include provision of powers of attorney for the retention until purpose of signing Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the expiration of Company and the applicable statute of limitations or, if later, until the expiration Subsidiaries and providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by any Taxing Authorities; (b) Authority and records concerning the execution ownership and tax basis of any document that may be necessary or reasonably helpful in connection with any Audit of any of property, which Buyer, the Parties or their respective Subsidiaries, Company or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party of Buyer, Seller, the Company or the Subsidiaries shall make its and its Subsidiaries’ respective employees and facilities available on a reasonable and mutually convenient basis to provide explanation of any documents or information provided hereunder. (b) For a period of five (5) years after the Closing Date, each party shall, and Buyer shall cause the Company and the Subsidiaries to, retain all Returns, books and records (including computer files) of, or with respect to the activities of, the Company and the Subsidiaries for all taxable periods ending on or prior to the Closing Date. Thereafter, each party shall not dispose of any such Returns, books or records unless it first offers such Returns, books and records to the other party and such other party fails to accept such offer within sixty (60) days of its being made. (c) Buyer and Seller shall cooperate in connection with the foregoing matters. Except preparation of all Returns relating in whole or in part to taxable periods ending on or before the Closing Date that are required to be filed after such date, PROVIDED THAT Seller shall have the sole authority to determine the manner in which such returns are prepared to the extent such determination affects the amount of Taxes for costs which Seller is liable. (d) Whenever any Taxing Authority asserts a claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is liable, Buyer shall promptly inform Seller, and expenses otherwise allocated among Seller shall have the Parties right at its cost to request that Buyer contest such claim and Buyer shall permit Seller to control any resulting meetings, conferences or proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller is liable. (e) If either party, as the case may be, fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 7.7, within a reasonable period, or otherwise fails to do any act required of it under this Section 7.7, then such failing party shall be obligated, notwithstanding any other provision of this Agreement, including costs incurred under Article II to indemnify the other party and Article IX, such failing party shall so indemnify the other party and except for copying hold it and harmless from and against any and all costs, which shall be shared equally by the Partiesclaims or damages, no reimbursement shall be made for costs and expenses incurred by the Parties including all Taxes or deficiencies thereof, payable as a result of cooperating pursuant to this Section 10.1such failure.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Each of Parent and Match, on behalf of itself and each shall cause its respective Affiliates member of the Parent Group and the Match Group, respectively, agrees to cooperate fully) and in a timely manner (considering provide the other Party’s normal internal processing party (or reporting requirementsits designee) with all reasonable requests from another Party hereto, such cooperation or from an agent, representative, information as such other party (or advisor to such Party, its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation and or filing of any Tax Returns, claims Return or claim for Refund, Audits, determinations of Tax Attributes and or the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes conduct of any of the Parties or their respective Subsidiaries covered by this AgreementProceeding. Such cooperation and information shall include, without limitation: , upon reasonable notice (ai) the retention until the expiration promptly forwarding copies of the applicable statute appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of limitations orproposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, if laterjudicial or governmental authority, until the expiration (ii) providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (biii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or Match (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return Return, a claim for a Refund, or Refund claim in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or Match, as the Parties or any of their respective Subsidiaries case may be, to exercise its rights under this Agreement, and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of Parent’s or Match’s, as the Party’s case may be, reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) foregoing. It is expressly the use intention of the Party’s parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the Match Group with respect to all Combined Returns. Upon reasonable best efforts to obtain any Tax Returns (including accompanying schedulesnotice, related work papers, each of Parent and documents), documents, books, recordsMatch shall make its, or other information that may be necessary or helpful in connection with any Tax Returns of any shall cause the members of the Parties Parent Group or their Affiliates. Each Party shall the Match Group, as applicable, to make its and its Subsidiaries’ their, employees and facilities available on a reasonable and mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the foregoing matters. Except filing of Tax Returns or claims for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates Subsidiaries to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretothe other Party, or from an agent, representative, or advisor to such the other Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliatesany Subsidiary thereof, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties either Party or their respective Subsidiaries covered by this AgreementSubsidiary thereof. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of copies of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any either of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiaryany Subsidiary thereof); (c) at the other Party’s sole cost and expense, the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another the other Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and; (d) at the other Party’s sole cost and expense, the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties other Party or their Affiliatesany Subsidiary thereof; and (e) such services as described on Schedule 10.1(e). Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to as explicitly provided in this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1. Notwithstanding the foregoing, in no event shall the Cabinets Parties be required to comply with the foregoing provisions of this Section 10.1 to the extent that compliance would require the Cabinets Parties to exceed the limitations set forth on Schedule 10.1(e).

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Each party hereto shall, and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering to, provide the other Party’s normal internal processing or reporting requirements) party hereto with all reasonable requests from another Party heretosuch cooperation, or from an agent, representative, or advisor to such Party, documentation and information as either of them reasonably may request in connection with (a) filing any Tax Return or claim for refund, (b) conducting any Tax Proceeding (which shall include granting any powers of attorney reasonably requested by the preparation party entitled to control a Tax Proceeding pursuant to Section 7.04) or (c) determining an allocation of Taxes between a Pre-Closing Tax Period and filing a Post-Closing Tax Period. Such cooperation and information shall include providing reasonable access to (including the right to make copies of) all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes schedules and work papers (in each case taking into account all waivers or portions thereof) and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), other supporting documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; taxing authorities and relevant records concerning the ownership and Tax basis of property and any other relevant information, which any such party may possess, provided, however, that the foregoing shall be provided in a manner that does not unreasonably interfere with the conduct of the business of the parties. Each party shall retain all Tax Returns, schedules, work papers and other supporting documentation (band any other records required to be maintained for Tax purposes) of the relevant entities for their respective Tax periods ending on or prior to or including the Closing Date until the later of (x) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any expiration of the Parties or their respective Subsidiaries, or statute of limitations for the filing of a Tax Return or Refund claim of Periods to which the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns and other documents relate or (including accompanying schedulesy) six years following the due date (without extension) for such Tax Returns. Thereafter, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any the party holding such Tax Returns and other documents may dispose of any them after offering the other party reasonable notice and opportunity to take possession of the Parties or their Affiliatessuch Tax Returns, schedules and work papers at such other party’s expense. Each Party party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant at its cost to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result provide explanation of cooperating pursuant to this Section 10.1any documents or information so provided.

Cooperation and Exchange of Information. (a) The Parties shall Seller and the Purchaser will provide each cooperate fully (other with such cooperation and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering information as either of them reasonably may request of the other Party’s normal internal processing in filing any Tax return, amended return or reporting requirementsclaim for refund, Back to Contents determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of relevant Tax returns or portions thereof, together with accompanying schedules and related work papers and documents relating to Tax matters of the Pershing Companies. Each party shall make its employees reasonably available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Each party will retain all returns, schedules and work papers and all material records or other documents relating to Tax matters of all of the Pershing Companies for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) with the expiration of the statute of limitations of the taxable periods to which such returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods or (ii) eight years following the due date (without extension) for such returns; provided, however, that a party shall not dispose of any such materials if at least 90 Business Days before the later of the end of either of the periods described in clause (i) or (ii), the other party has notified the disposing party of its desire to review such material, in which case such other party shall be given an opportunity, at its cost and expense, to remove and retain all reasonable requests from another Party heretoor any part of such materials. Any information obtained under this Section 7.04 shall be kept confidential, or from an agent, representative, or advisor to such Party, except as may be otherwise necessary in connection with the preparation and filing of Tax Returns, returns or claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes refund or in conducting an audit or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;proceeding. (b) For Tax periods ending after the execution of any document that may Closing Date, the Purchaser shall timely prepare and file with the appropriate authorities all Tax returns required to be necessary or reasonably helpful filed in connection with any Audit of any respect of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries Pershing Companies (including the signature of an officer of Tax returns required to be filed with respect to a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costsStraddle Period, which shall be shared equally by prepared on a basis, including methods of accounting, consistent with prior practice), provided that, with respect to a Straddle Period, the Parties, Seller shall have the right to review the Tax return and no reimbursement such Tax return shall be made for costs filed without the Seller’s consent, which shall not be unreasonably withheld. For Tax periods ending on or before the Closing Date, Seller shall timely prepare and expenses incurred by file with the Parties appropriate authorities all Tax returns required to be filed with respect to the Pershing Companies. For Straddle Periods, the Seller shall pay to Purchaser the Seller’s share of Taxes imposed with respect to a Straddle Period (as determined in accordance with Section 7.01(a)(ii)) at least two (2) Business Days prior to the date a result of cooperating pursuant to this Section 10.1Tax payment is due.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than 60 days after the receipt of a request from Purchaser, Seller shall, and each shall cause its Affiliates to, provide to Purchaser a package of Tax information materials, including schedules and work papers, requested by Purchaser to enable Purchaser to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Companies and their respective Affiliates to cooperate fully) Subsidiaries. Seller shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing or reporting requirementsParty such cooperation, documentation and information as either of them reasonably may request in (i) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation preparing and filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under this Article VII or a right to refund of Taxes or (iii) conducting any Tax Proceeding. Such cooperation, documentation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities;taxing authorities and relevant records concerning the ownership and Tax basis of property and other relevant information that any such Party may possess. Each Party shall make its employees reasonably available on a mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. (bc) Each Party shall retain (to the execution extent in its possession or the possession of any document that may be necessary or reasonably helpful in connection with any Audit its Affiliates) all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of any either of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties Companies or any of their respective Subsidiaries (for its Tax periods ending on or prior to or including the signature Closing Date until the later of an officer of a Party or its Subsidiary); (cx) the use expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or (y) eight years following the due date (without extension) for such Tax Returns. Thereafter, the Party holding such Tax Returns or other documents may dispose of them unless the other Party, upon reasonable notice, requests the opportunity to take possession of any portion of such Tax Returns and other documents that relate solely to one or both of the Companies or any of their respective Subsidiaries at such other Party’s reasonable best efforts to obtain own expense (provided, - 59 - that any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful such notice must in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall event be made for costs and expenses incurred by the Parties as a result of cooperating pursuant in writing at least 60 days prior to this Section 10.1such disposition).

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Each party to this Agreement shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing party to this Agreement such cooperation, documentation and information as either of them reasonably may request (and at the reasonable expense of the requesting party) in (a) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (b) with determining a Liability for Taxes or a right to refund of Taxes or (c) conducting any Tax Proceeding. Such cooperation and information shall include providing copies of all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and relevant records concerning the execution ownership and Tax basis of property and other information, which any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at the requesting party’s reasonable cost to provide an explanation of any document that may be necessary documents or reasonably helpful information so provided. Notwithstanding anything in connection with any Audit of any this Agreement, none of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties parties to this Agreement or any of their respective Subsidiaries Affiliates shall be required to provide any document pursuant to this Section 8.3 that such party reasonably believes is entitled to legal or accounting privilege that could be waived by such provisions and notwithstanding anything to the contrary in this Agreement, (including the signature of an officer of a Party or its Subsidiary); (cx) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with neither Parent nor any of the foregoing Sellers shall be required to provide any Person with any Tax Return or copy of any Tax Return of (including without limitation any information contained in Tax i) Parent or other financial information databases); and (d) the use a member of the Party’s Parent Group or (ii) a consolidated, combined, affiliated or unitary group that includes any member of the Parent Group and (y) none of Purchaser or any of its Affiliates shall be required to provide any Person with any Tax Return or copy of any Tax Return of (i) Purchaser or any member a consolidated, combined, affiliated or unitary group that includes Purchaser (other than any of the Transferred Entities) or (ii) a consolidated, combined, affiliated or unitary group that includes any of the Transferred Entities that relates to any taxable period beginning after the Closing. Each party shall use commercially reasonable best efforts to obtain any retain all material Tax Returns (including accompanying schedulesReturns, related schedules and work papers, and documents)all material records and other documents relating to Tax matters, documents, books, records, of the relevant entities for their respective Tax periods ending on or other information that may be necessary or helpful in connection with any prior to the Closing Date until the expiration of the statute of limitations for the Tax periods to which the Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1other documents relate.

Cooperation and Exchange of Information. The Parties (a) As soon as practicable, but in any event within fifteen (15) days after Seller's request, from and after the Closing Date, Buyer, at Buyer's expense, shall each cooperate fully provide Seller with such cooperation and shall deliver to Seller such information, data and documents concerning the pre-Closing operations of the Business, including providing the information and data required by Seller's customary tax and accounting questionnaires, and make available such knowledgeable employees of Buyer as Seller may request, in order to enable Seller to (i) complete and each shall cause file all Returns which it may be required to file with respect to the operations and business of the Business up to the Closing Date, (ii) respond to and defend audits by or contests with any Taxing Authorities with respect to such period, (iii) determine the right to, and prosecute any claim for, refunds with respect to such period, and (iv) otherwise enable Seller to satisfy its internal accounting, tax and other legitimate requirements. Such (b) Buyer and Seller and their respective Affiliates to shall cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and all Returns relating in whole or in part to taxable periods or portions thereof beginning prior to the calculation of Taxes or other amounts Closing Date that are required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreementfiled after such date. Such cooperation shall include, without limitation: (a) but not be limited to, furnishing prior years' Returns or Return preparation packages illustrating previous reporting practices or containing historical information relevant to the retention until preparation of such Returns, and furnishing such other information within such party's possession requested by the expiration party filing such Returns as is relevant to their preparation. In the case of any state, local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other taxable periods in which one party could reasonably require the assistance of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (other party in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of obtaining any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary);information. (c) Seller shall have the use right, at its own expense, to (i) control and resolve any audit or examination by any Taxing Authority ("Tax Audit"), (ii) prosecute any claim for refund, and (iii) contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment, relating to any and all Taxes for any taxable period ending prior to the Closing Date with respect to the Business. Buyer shall have the right, at its own expense, to (i) control and resolve any other Tax Audit, (ii) prosecute any other claim for refund, and (iii) contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business, provided that, with respect to any Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date, each party shall consult with the other party with respect to the resolution of any issue that would affect the other party, and not settle any such issue, or file any amended return relating to any such issue, without the consent of the Party’s reasonable best efforts other party, which consent shall not unreasonably be withheld. Each party shall furnish the other party with its cooperation in a manner comparable to obtain that described in paragraph (a) of this Section 10.6 to effect the purposes of this Section. Each party agrees to give the other party prompt written notice of any documentation and provide additional facts, insights or views as requested by another Party matter that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databasesparty would have the right to control pursuant to this Section 10.6(c); and. (d) If a party fails to provide any information requested by the use of other party in the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, recordstime specified herein, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties if no time is specified pursuant to this AgreementSection 10.6, within a reasonable period, or otherwise fails to do any act required of it under Section 9.3 or Article X, then the party so failing shall be obligated, notwithstanding any other provision hereof, to indemnify and hold harmless the Seller Indemnified Parties or the Buyer Indemnified Parties, as applicable, from and against any and all costs, claims or damages, including costs incurred under Article II and Article IXall Taxes or deficiencies thereof, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties payable as a result of cooperating pursuant such failure. (e) Payment of any amounts due under this Article X shall be made within fifteen (15) days following written notice by the indemnified party that payment of such amounts to this Section 10.1.the appropriate Taxing Authority is due, or about to become due, except that such payment is not required to be made earlier than five days before it is due. In the case of a Tax that is contested in accordance with the provisions of Articles IX and X, payment of the Tax to the appropriate Taxing Authority shall not be considered to be due before the earlier of: (i) when a final determination that such Tax is due is made by the appropriate Taxing Authority or a court, or (ii) when the liability for such Tax is determined through a compromise or settlement with a Taxing Authority. ARTICLE XI

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) forwarding promptly copies of appropriate notices and forms or other communications received from any Tax Authority (including any IRS revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency) or sent to any Tax Authority or any other administrative, judicial or other governmental authority that relate to a Disputed Tax Issue; (ii) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which either Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof) subject to the provisions of Section 6.02(e) hereof; (iii) the provision of additional information, including an explanation of material provided under clause (i) of Section 6.02(a) hereof, to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by Halliburton or Refund claim of the Parties KBR or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the Both Parties shall use of the Party’s reasonable best efforts to obtain keep each other advised as to the status of Tax audits or Tax Controversies involving a Disputed Tax Issue and cooperate in a defense with respect to a Disputed Tax Issue in any Tax Returns Controversy. (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. c) Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (d) If either Party fails to provide any information requested pursuant to this AgreementSection 6.02 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that thirty (30) days prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within thirty (30) days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with the requirements of Section 6.02 hereof and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm. (e) Upon the expiration of any statute of limitations, the documentation of Halliburton or KBR or any of their respective subsidiaries, including, without limitation, books, records, Tax Returns and all supporting schedules and information relating thereto, shall not be made for costs destroyed or disposed of unless (i) the Party proposing such destruction or disposal provides sixty (60) days prior written notice to the other Party describing in reasonable detail the documentation to be destroyed or disposed of and expenses incurred by (ii) the Parties as a result recipient of cooperating pursuant such notice agrees in writing to this Section 10.1such destruction or disposal. If the recipient of such notice objects, then the Party proposing the destruction or disposal shall promptly deliver such materials to the objecting Party at the expense of the objecting Party.

Cooperation and Exchange of Information. (a) The Parties Partnership shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, extent reasonably requested by Valero in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which the Partnership may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.02(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party by Valero or its Subsidiary); subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (civ) the use of the PartyPartnership’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) foregoing. Valero shall provide the use of Partnership, to the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedulesextent reasonably requested, related work papers, and documents), documents, books, records, with such documentation or other information that may be as is necessary or helpful in connection with any Tax Returns of any of for the Parties or their Affiliates. Partnership to verify the calculations set forth on the Partnership Group Pro Forma Combined Return. (b) Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.02 hereof within a reasonable period, including costs incurred under Article II as determined in good faith by the Party requesting the information, then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party and Article IXprovided that the unresponsive Party may request the use of an alternative public accounting firm if such request is commercially reasonable. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, and except for copying costs, which then such unresponsive Party shall be shared equally permit the requesting Party’s public accounting firm (or the firm agreed upon by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties ) full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to this Section 10.1.comply with this

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each Party shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing Parties such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with determining a Liability for Taxes or a right to refund of Taxes or (iii) conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Tax Authorities;, and relevant records concerning the ownership and Tax basis of property and other information, which any such Party may possess. Each Party shall use commercially reasonable efforts to make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. To the extent permitted by applicable Law, at the request of the Seller Parent or any of its Affiliates, the Buyer Parent shall, and shall cause any of its Affiliates to, reasonably cooperate with the Seller Parent or any of its Affiliates in the preparation of any Tax Return or other documentation or certification required to establish the eligibility of all or any portion of the purchase price described in Section 2.13 as “foreign-derived deduction eligible income” within the meaning of Section 250(b)(4) of the Code; provided that (1) the Seller Parent shall reimburse the Buyer Parent for any reasonable, out-of-pocket third party fees and expenses incurred by the Buyer Parent and any of its Affiliates in providing such cooperation, (2) such cooperation shall not include participation in any Tax Proceeding unless required by an applicable Tax Authority, and (3) except with respect to any breach of this Agreement, the Seller Parent agrees and acknowledges that the Buyer Parent shall not be required to bear any Taxes payable due to the failure of all or any portion of the purchase price to qualify as “foreign-derived deduction eligible income” within the meaning of Section 250(b)(4) of the Code. (b) Each Party shall retain all Tax Returns, schedules, work papers and other documents solely relating to OpCo and the execution of any document that may be necessary or reasonably helpful in connection Transferred Assets with any Audit of any respect to Tax matters until ninety (90) days after the expiration of the Parties statute of limitations for the Tax periods to which the Tax Returns and other documents relate. Thereafter, the Party holding such Tax Returns or their respective Subsidiariesother documents may dispose of them after offering the other Party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other Party’s own expense. (c) Notwithstanding anything to the contrary in this Agreement, no Party shall be required to deliver or otherwise provide cooperation, documentation or information that is not solely related to the filing operation of a the Business or that it considers in good faith to be proprietary, including any documentation or information relating to any consolidated, combined, unitary, group or similar Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, recordsAffiliates, or any other information that may be necessary or helpful in connection with any Tax Returns of any Return of the Parties or any of their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with respective Affiliates to the foregoing matters. Except for costs and expenses otherwise allocated among extent not solely related to the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1Business.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than thirty (30) days after the receipt of a request from Seller, Purchaser shall, and each shall cause its respective Affiliates to, provide (or cause its Representatives to cooperate fullyprovide) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its AffiliatesSeller, in each case, related or attributable at Seller’s expense, a package of Tax information materials, including schedules and work papers reasonably requested by Seller to or arising in connection enable it and its Affiliates to prepare and file all Combined Tax Returns to be prepared and filed by it with Taxes or Tax Attributes of any of respect to the Parties Purchased Entities or their respective Subsidiaries covered activities or assets, provided that such Tax information materials are in possession of Purchaser or its Affiliates (including the Purchased Entities, after the Closing). Purchaser shall use commercially reasonable efforts to prepare or cause to be prepared such package completely and accurately, in good faith (provided that Purchaser shall be deemed to have satisfied its obligations under this sentence with respect to any Tax information materials prepared by this Agreementa nationally recognized accounting firm). Such cooperation Notwithstanding the foregoing, Purchaser shall include, without limitation: not be required to provide such information earlier than ninety (a90) days prior to the retention until the expiration of due date for the applicable statute of limitations orTax Return, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers applicable extensions. (b) Each Party shall, and extensionsshall cause its Affiliates to, provide to the other Party to this Agreement such reasonable cooperation, documentation and information relating to the Purchased Entities, the Purchased Assets, the Assumed Liabilities and the Business as either of them may request that is reasonably necessary in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability or indemnity obligation for Taxes or a right to refund of Taxes or other Tax Benefits (including, in each case, pursuant to this Agreement), (iii) any financial statement in relation to Taxes, or (iv) conducting any Tax Proceeding or other claim or proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and relevant work papers, relevant documents relating to relevant rulings or other relevant determinations by Taxing Authorities and relevant records concerning the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, relevant property and other information relating to relevant information, which any such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that Party may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. (c) Purchaser and Seller shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of the Purchased Entities for their respective Tax periods (or portions thereof) ending on or prior to the Closing Date until seven (7) years following the Closing Date. Thereafter, Purchaser and Seller may dispose of them after offering the other Party reasonable notice and opportunity to take possession of such Tax Returns and other documents (provided, that any such notice must in connection with any event be made in writing at least sixty (60) days prior to such disposition). (d) Notwithstanding anything to the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to contrary in this Agreement, including costs incurred under Article II access to and Article IXthe retention of all Tax Returns, work papers and other documents and records relating to, and except for copying costscooperation and procedures with respect to, which Tax matters with respect to the Purchased Entities shall be shared equally governed by this Article VI and the Parties, no reimbursement provisions of Section 5.4 and Section 9.4 (other than Section 9.4(a) and Section 9.4(c)) shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1not apply.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) As soon as reasonably practicable after the receipt of a request from Parent, Purchaser shall, and each shall cause its respective Affiliates to, use commercially reasonable efforts to cooperate fully) promptly provide to Parent a package of Tax information materials, including schedules and work papers, requested by Parent to enable Parent to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Transferred Entities. Purchaser shall prepare such package, in good faith and in a timely manner consistent with Parent’s past practice, except as otherwise required by applicable Law or a change in facts. (considering b) Each party to this Agreement shall, and shall use commercially reasonable efforts to cause its Affiliates to, provide to the other Party’s normal internal processing party to this Agreement such cooperation, documentation and information as either of them reasonably may request in (i) preparing or reporting requirementsfiling any Tax Return, amended Tax Return or claim for refund, (ii) with determining a Liability for Taxes, an indemnity obligation under this Agreement or a right to refund of Taxes or (iii) participating in any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) taxing authorities and relevant records concerning the execution ownership and Tax basis of property and other information, which any such party may possess that is reasonably necessary to carry out the intent of this Section 7.1. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any document that may documents or information so provided. The party requesting information or access to employees pursuant to this Section 7.1 shall be necessary or reasonably helpful responsible for any reasonable out-of-pocket expenses incurred by the other party in connection with any Audit the furnishing of any such information or access and the sharing of information and cooperation contemplated by this Section 7.1 shall be done in a manner so as not to interfere unreasonably with the normal conduct of the Parties or their respective Subsidiariesbusiness of the parties. Any information obtained under this Section 7.1 shall be kept confidential, or except as may be otherwise necessary in connection with the filing of a Tax Return Returns or Refund claim of the Parties claims for refund or in conducting any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary);Tax Proceeding. (c) the use Each party shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of the Party’s reasonable best efforts relevant entities for their respective Tax periods ending on or prior to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any the Closing Date until the later of (x) the expiration of the foregoing statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or (including y) eight (8) years following the due date (without limitation any information contained in extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other financial information databasesdocuments may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense (provided, that any such notice must in any event be made in writing at least sixty (60) days prior to such disposition); and. (d) Notwithstanding anything to the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful contrary in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, in no event shall Purchaser or any of its Affiliates be entitled to receive or view (i) any Tax Return of Parent or any of its Affiliates (other than the Transferred Entities) or (ii) any consolidated, affiliated, fiscal, loss sharing, combined or similar group of which Parent or any of its Affiliates (other than a Transferred Entity) is a member (including costs incurred under Article II and Article IXany Combined Tax Return). Notwithstanding the foregoing, and except for copying costsupon a reasonable request from Purchaser, which to the extent any such Tax Return relates in part to any Transferred Entity, Parent shall be shared equally by use commercially reasonable efforts to share a redacted, pro-forma portion of the Parties, no reimbursement shall be made for costs and expenses incurred by information shown on such Tax Return solely to the Parties as extent it relates to a result of cooperating pursuant to this Section 10.1Transferred Entity.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Facet, on behalf of itself and each of its affiliates, agrees to provide PDL (or its designee), at PDL’s expense, with such cooperation or information as PDL (or its designee) reasonably shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, request in connection with the determination of any other calculations described in this Agreement, the preparation and or filing of any Tax Returns, claims Return or claim for Refund, Audits, determinations of Tax Attributes and or the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes conduct of any of the Parties or their respective Subsidiaries covered by this AgreementProceeding. Such cooperation and information shall include, without limitation: , (ai) the retention until the expiration promptly forwarding copies of the applicable statute appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent reports and similar reports, notices of limitations orproposed adjustments and notices of deficiency) received from or sent to any Taxing Authority or any other administrative, if laterjudicial or governmental authority, until the expiration (ii) upon reasonable notice, providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; taxing authorities, and such other records concerning the ownership and tax basis of property, or other relevant information that Facet or its affiliates may possess, (biii) upon reasonable notice, providing of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates and schedules delivered by either party) as shall be reasonably requested by PDL (or its designee), (iv) upon reasonable notice, the execution providing of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return Return, a claim for a Refund, or Refund claim in connection with any Proceeding, including such waivers, consents or powers of the Parties or any of their respective Subsidiaries attorney as may be necessary for PDL to exercise its rights under this Agreement, and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of the Party’s upon reasonable best notice, using reasonable efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s foregoing. Upon reasonable best efforts to obtain any Tax Returns (including accompanying schedulesnotice, related work papers, and documents), documents, books, recordsFacet shall make its, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall cause its affiliates to make its and its Subsidiaries’ their, employees and facilities available on a reasonable and mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 6.1(a) shall be kept confidential, except as otherwise reasonably may be necessary in connection with the foregoing matters. Except filing of Tax Returns or claims for costs Refund or in conducting any Proceeding. (b) PDL, on behalf of itself and expenses otherwise allocated among each member of the Parties pursuant PDL Consolidated Group (including Facet), agrees to provide Facet (or its designee) with such cooperation or information as Facet (or its designee), at Facet’s expense, reasonably shall request in connection with the determination of any other calculations described in this Agreement, including costs incurred under Article II the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and Article IXinformation shall include, without limitation and upon reasonable notice, promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Taxing Authority or any other administrative, judicial or governmental authority, (ii) upon reasonable notice, providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by taxing authorities, and except for copying costssuch other records concerning the ownership and tax basis of property, which or other relevant information that PDL or any member of the PDL Consolidated Group may possess, (iii) upon reasonable notice, the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates and schedules delivered by either party) as shall be shared equally reasonably requested by Facet (or its designee), (iv) upon reasonable notice, the Partiesproviding of any document that may be necessary or reasonably helpful in connection with the filing of a Tax Return, no reimbursement a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Facet to exercise its rights under this Agreement, and (v) the use of PDL’s reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. Upon reasonable notice, PDL shall make, or shall cause each member of the PDL Consolidated Group to make, its employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 6.1(b) shall be made kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (Buyer on the one hand, and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the Sellers on the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretohand, will provide, or cause to be provided, to the other party copies of all correspondence received from an agent, representative, any taxing authority by such party or advisor to such Party, any of its affiliates in connection with the preparation liability of the Stock Entities and their Subsidiaries for Taxes for any period for which such other party is or may be liable under clause (b) or (c) of Section 7. 1. The parties will provide each other with such cooperation and information as they may reasonably request of each other in preparing or filing any return, amended return, or claim for refund, in determining a liability or a right of Tax Returnsrefund, claims for Refundor in conducting any audit or other proceeding, Audits, determinations of Tax Attributes and the calculation in respect of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of imposed on the Parties parties or their respective Subsidiaries covered by this Agreementaffiliates. Such cooperation shall includeThe Buyer on the one hand, without limitation: (a) and the retention Sellers on the other hand, will preserve and retain all returns, schedules, workpapers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the applicable statute statutory period of limitations or, if later, (including extensions) of the taxable periods to which such documents relate and until the expiration final determination of all relevant Tax Attributes (in each case taking into account all waivers any payments which may be required with respect to such periods under this Agreement and extensions)shall make such documents available at the then current administrative headquarters of such party to the other party or any affiliate thereof, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up officers, employees and agents, upon reasonable notice and at reasonable times, it being understood that such representatives shall be entitled to make copies of any such books and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returnsthe Stock Entities and their Subsidiaries as they shall deem necessary. Any information obtained pursuant to this Section 7.5 shall be kept confidential, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that except as may be otherwise necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing mattersfiling of returns or claims for refund or in conducting any audit or other proceeding. Except for costs Each party shall provide the cooperation and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally information required by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.17.5 at its own expense.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which a Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papers, workpapers and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof); (ii) the provision of additional information, including an explanation of material provided under clause (i) of this Section 4.2(a), to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by EPD, the Partnership or Refund claim of the Parties or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action and (including the signature of an officer of a Party or its Subsidiary); (civ) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (c) If any Party fails to provide any information requested pursuant to this AgreementSection 4.2 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall be made for costs and expenses incurred by have the Parties right to engage a public accounting firm to gather such information, provided that 30 days’ prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within 30 days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as a result of cooperating pursuant reasonably necessary to comply with this Section 10.14.2 and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm.

Cooperation and Exchange of Information. The Parties CTG Companies, CAG, the LLCs and Investor shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) , as and in a timely manner (considering to the extent reasonably requested by any other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax ReturnsReturns and any audit, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes litigation or other amounts required proceeding with respect to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this AgreementTaxes. Such cooperation shall include, without limitation: include the retention and (aupon such other Party’s request) the retention provision of records and information reasonably relevant to any such audit, litigation, Tax Claim, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The CTG Companies, CAG, the LLCs and Investor agree (i) to retain all books and records with respect to Tax matters pertinent to the CTG Business relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations or(and, to the extent notified by CTG Companies, CAG, the LLCs or Investor, as applicable, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give each other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if latersuch other Party so requests, until the expiration CTG Companies or CAG, as the case may be, shall allow such other Party to take possession of all relevant Tax Attributes (such books and records. Notwithstanding anything in each case taking into account all waivers and extensionsthis Section 10.3(b), CAG will only be required to deliver to the LLCs the portions of such books and records that relate to the provision upon requestCTG Business or CTG Companies and may redact any statements or other information on the portions of such books and records that do not relate to the CTG Business or CTG Companies. In addition to the foregoing, (i) CAG also shall cooperate fully with Investor, as and to the extent reasonably requested by Investor, in connection with Investor’s filing of its Tax Returns and any audits, litigation or other Proceeding with respect to Investor and its Taxes, and (ii) the LLCs also shall cooperate fully with CAG, as and to the extent reasonable requested by CAG, in connection with CAG’s filing of the Parties LLCs’ Tax Returns pursuant to Section 10.3(a)(iv) and their respective Subsidiaries for periods up any audits, litigation, or other Proceeding with respect to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to any Taxes shown on such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each Party shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Parties such cooperation, documentation and information to the extent reasonably requested by such other Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and such Party’s (i) filing of any Tax Returns, claims Return (ii) determining a Liability for Refund, Audits, determinations of Tax Attributes and the calculation Taxes or a right to refund of Taxes or other amounts required (iii) conducting any Tax Proceeding. Each Party shall use commercially reasonable efforts to be paid hereunder, and any applicable financial reporting requirements of make its employees reasonably available on a Party or its Affiliates, in each case, related or attributable mutually convenient basis to or arising in connection with Taxes or Tax Attributes provide an explanation of any of the Parties documents or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;so provided. (b) Each Party shall retain all Tax Returns, schedules, work papers and other documents relating to the execution of any document that may be necessary Transferred Assets or reasonably helpful in connection the Business with any Audit of any respect to Tax periods prior to the Closing Date until the applicable expiration of the Parties or their respective Subsidiaries, or the filing statute of a limitations for such Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary);periods. (c) For the use avoidance of doubt, notwithstanding anything to the Party’s reasonable best efforts contrary in this Agreement, this Section 7.3 shall not be construed to obtain require a Party to provide to the others any documentation and provide additional factsor information relating to any consolidated, insights combined, affiliated or views as requested by another unitary income Tax Return of such Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andits Affiliates. (d) If, at any time after the use of Closing Date, the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedulesBuyer, related work papersthe applicable Buyer Designee, and documents), documents, books, recordsif any, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Sellers determines, or becomes aware that an “advisor” (as is or may be defined for purposes of section 237.3 or section 237.4 of the Income Tax Act (Canada)) has determined, that the transactions contemplated by this Agreement are subject to the reporting requirements under section 237.3 or the notification requirements under section 237.4 of the Income Tax Act (Canada) (in this Section 7.3, the “Disclosure Requirements”), the Buyer, the Buyer Designee, or the Seller, as the case may be, will promptly inform the other Parties of its intent, or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection advisor’s intent, to comply with the foregoing matters. Except for costs Disclosure Requirements and expenses otherwise allocated among the Parties pursuant will cooperate with respect to this Agreement, including costs incurred under Article II preparing and Article IX, and except for copying costs, which shall be shared equally by filing the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1applicable information returns and/or notifications.

Cooperation and Exchange of Information. The Parties Sellers and Purchaser shall provide each cooperate fully (other with such cooperation and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering information as either of them reasonably may request of the other Party’s normal internal processing in filing any Tax Return, amended return or reporting requirements) with all reasonable requests from another Party heretoclaim for refund, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims determining a liability for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or a right to refund of Taxes, compiling any tax information packages or in conducting any audit or other amounts required to be paid hereunder, and any applicable financial reporting requirements proceeding in respect of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this AgreementTaxes. Such cooperation and information shall include, without limitation: include (ai) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with accompanying schedulesschedules and related workpapers, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; taxing authorities and records concerning the ownership and tax basis of property, which either party may possess and (bii) to the execution extent reasonably feasible, compiling and submitting any tax data packages requested by the other party consistent with the past practices of, and within the time periods requested by, the requesting party. Each party shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out of pocket costs incurred in providing any return, document that or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returns, schedules and workpapers and all material records, computer software and data maintained there under, or other documents relating thereto, until the expiration of the statute of limitations (including extensions) of the taxable years to which such returns and other documents relate and, unless such returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party to take possession of such books and records or computer software and data maintained there under. Any information obtained under this Section 5.15(f) shall be kept confidential, except as may be otherwise necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return returns or Refund claim claims for refund or in conducting any audit or other proceeding. Purchaser and Sellers further agree, upon request and at the cost of the Parties or any of requesting party, to use their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights certificate or views other document from any Governmental Authority or any other person as requested by another Party that may be necessary to mitigate, reduce or reasonably helpful in connection with eliminate any of the foregoing Tax that could be imposed (including without limitation any information contained in Tax or other financial information databaseswith respect to the transactions contemplated hereby); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Cooperation and Exchange of Information. The Parties Owners, Seller and Buyer shall provide each cooperate fully other with such cooperation and information as either of them reasonably may request of the other (and each Buyer shall cause its respective Affiliates the Company to cooperate fullyprovide such cooperation and information) and in filing any Tax Return, amended Tax Return or claim for refund, determining a timely manner (considering the other Party’s normal internal processing liability for Taxes or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor a right to such Party, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation a refund of Taxes or participating in or conducting any audit or other amounts required to be paid hereunder, and any applicable financial reporting requirements proceeding in respect of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this AgreementTaxes. Such cooperation and information shall include, without limitation: (a) the retention until the expiration include providing copies of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions)Returns or portions thereof, and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, together with related work papers, papers and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiariestaxing authorities, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s and to make commercially reasonable best efforts to obtain any documentation and provide additional facts, insights certificate or views other document from any Governmental Authority or any other Person as requested by another Party that may be necessary to mitigate, reduce or reasonably helpful in connection with eliminate any of the foregoing Tax that is or otherwise would be imposed absent such certificate or document (including without limitation any information contained in Tax or other financial information databaseswith respect to the transactions contemplated hereby); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, . The Seller and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party Buyer shall make themselves (and, in the case of Buyer, its and its Subsidiaries’ employees and facilities employees) reasonably available on a reasonable and mutually convenient basis to provide explanations of any documents or information provided under this Section 8.3. Notwithstanding anything to the contrary in this Agreement, each of the Seller, the Owners, and the Buyer shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of the Company for any taxable period that includes the date of the Closing and for all prior taxable periods until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six years following the due date (without extension) for such Tax Returns. After such time, before the Seller or the Buyer disposes of, or permits any of its Affiliates to dispose of, any such documents in its possession (or in the possession of its Affiliates), the other party shall be given an opportunity, after 90 calendar days’ prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party’s expense). Any information obtained under this Section 8.3 shall be kept confidential, except as may be otherwise necessary in connection with the foregoing matters. Except filing of Tax Returns or claims for costs and expenses otherwise allocated among the Parties pursuant refund or in conducting an audit or other proceeding relating to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1Taxes.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Delek and each Plains agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be 20 imposed on any Party (or its Affiliates) with respect to the transactions contemplated hereby. (b) Delek and Plains shall, and shall cause its respective each of their Affiliates to cooperate fully) and in a timely manner (considering to, provide the other Party’s normal internal processing or reporting requirements) Party with all reasonable requests from another such cooperation and information as the other Party hereto, or from an agent, representative, or advisor to such Party, may reasonably request in connection with the preparation and filing of any Tax Returns, claims for Refund, Audits, determinations Return of Tax Attributes and or with respect to the calculation of Taxes Company or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party the Red River Interests or its Affiliates, in each case, related or attributable to or arising in connection with any audit or other proceeding in respect of Taxes of or Tax Attributes of any of with respect to the Parties Company or their respective Subsidiaries covered by this Agreementthe Red River Interests. Such cooperation and information shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration include providing copies of all relevant Tax Attributes (in each case taking into account all waivers Returns or portions thereof, together with accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) any Governmental Entity and records concerning the execution ownership and tax basis of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiariesproperty. Delek and Plains shall, or the filing of a Tax Return or Refund claim of the Parties or any and shall cause each of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional factsAffiliates to, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis to provide explanation of any documents or information provided hereunder. (c) For a period of five (5) years after the Closing Date, Plains shall retain all Tax Returns, books and records (including computer files) in connection its possession of, or with respect to the foregoing mattersactivities of, the Company for all taxable periods beginning on the Closing Date. Except for costs Notwithstanding anything herein to the contrary, any archive tapes, server back-up tapes or similar storage media which constitute Tax Returns and expenses otherwise allocated among books or records of the Parties pursuant Company shall not be subject to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to requirements set forth in this Section 10.18.3(c) and may be disposed of by Plains in accordance with its internal records retention policies. (d) Plains shall give prompt written notice to Delek (and, in any event, within thirty (30) days) if Plains or any Affiliate of Plains receives any communication or notice with respect to any audit, review, examination, assessment, investigation, or administrative or judicial proceeding relating to the Taxes of or attributable to the Company or the Red River Interests that, if pursued successfully, could result in or give rise to, or could reasonably be expected to result in or give rise to, liability of the Company, Delek, or any of their Affiliates for Taxes.

Cooperation and Exchange of Information. The Parties shall (a) For seven (7) years from and after the Closing Date, each cooperate fully (Party to this Agreement shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Parties to this Agreement such cooperation, documentation and information as either of them reasonably may request, at the cost of the Party hereto, or from an agent, representative, or advisor to making such Partyrequest, in connection with the preparation (i) filing any Exemption Documentation, Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability for Taxes or a right to refund of Taxes, (iii) conducting any Tax Proceeding or (iv) making any Section 338(g) Election or Section 245A Election. Such cooperation and filing information shall include providing copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and relevant records concerning the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, property and other information relating to information, which any such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that Party may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with at its cost to provide an explanation of any documents or information so provided. For the foregoing matters. Except for costs and expenses otherwise allocated among avoidance of doubt, this Section 7.3 shall not require any Party to provide any documentation or information if, upon the advice of counsel, the provision of such documentation or information would jeopardize the attorney-client or other applicable legal privilege or protection of such Party or contravene any Laws, contracts or obligation of confidentiality; provided that the Parties pursuant shall use commercially reasonable efforts to this Agreementmake alternative arrangements regarding the provision of such documentation or information that would not jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, including costs incurred under Article II contracts or obligation of confidentiality. (b) Each Party shall retain all Exemption Documentation, Tax Returns, schedules and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the relevant entities for copying coststheir respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, which shall be shared equally by or (y) eight (8) years following the due date (without extension) for such Tax Returns. Thereafter, the Party holding such Tax Returns or other documents may dispose of them after offering the other Parties reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1’ own expense.

Cooperation and Exchange of Information. The Parties shall (a) After the Closing, each cooperate fully (party to this Agreement shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party heretoparty to this Agreement such cooperation, or from an agent, representative, or advisor to such Party, documentation and information as either of them reasonably may request in connection with (i) the timely preparation and filing of any Tax ReturnsReturn, claims amended Tax Return or claim for Refundrefund, Audits, determinations (ii) the determination of Tax Attributes and the calculation of a Liability for Taxes or a right to refund of Taxes, (iii) the conduct of any audit, examination, contest, litigation, or other amounts required proceeding with or against any Tax Authority or (iv) preparing any financial statement in relation to be paid hereunder, and any applicable financial reporting requirements of a Party or its AffiliatesTaxes, in each case, related or attributable to or arising the extent relating to the Transferred Entities and to the extent such information is in connection with Taxes or Tax Attributes of any the possession of the Parties or their respective Subsidiaries covered by this Agreementparty from which it is requested. Such cooperation and information shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration include providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, portions of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such relevant Tax Returns, including together with all relevant portions of relevant accompanying schedules, related schedules and relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities; (b) Tax Authorities and, powers of attorney with respect to relevant Taxes or Tax Returns. Each party shall make its employees reasonably available on a mutually convenient basis at the execution requesting party’s cost to provide an explanation of any document that documents or information so provided. Any information obtained under this Section 8.2 shall be kept confidential, except as may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim claims for refund or in the course of a Tax Proceeding. The parties further agree that the sharing of information and cooperation contemplated by this Section 8.2(a) shall (A) be done in a manner so as not to unreasonably interfere with the conduct of the Parties business of the parties and (B) not apply to Tax cooperation, documentation or information requested in connection with any dispute or threatened dispute between the parties to this Agreement. (b) Each party shall retain all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters of the Transferred Entities for all Pre-Closing Tax Periods and Straddle Periods until the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate. Thereafter, the party holding such Tax Returns or other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense; provided, that any such notice must in any event be made in writing at least sixty (60) days prior to such disposition; provided, further, for the avoidance of doubt, that neither party shall have any obligation to offer the other party any Tax Returns or other documents not required to be provided under Section 8.2(a). (c) Seller and Purchaser shall, and shall cause their respective Affiliates to, reasonably cooperate (i) in making an election to close the taxable year of each Transferred Entity for which such election is available as of the end of the day on the Closing Date, in accordance with the procedures set forth in Treasury Regulations Section 1.245A-5(e)(3)(i) and (ii) otherwise to elect to close the taxable years of each Transferred Entity for Income Tax purposes as of the end of the day on the Closing Date, in the case of this clause (ii), to the extent permitted under applicable Law and to the extent such action would not reasonably be expected to give rise to an incremental material Tax cost or loss of any material Tax benefit for Seller, Purchaser or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andAffiliates. (d) Any Transaction Tax Deductions shall be allocated to Pre-Closing Tax Periods, in each case, to the use extent so deductible at a “more likely than not” or higher standard. (e) Notwithstanding anything to the contrary in this Agreement or otherwise, in no event shall Seller or any of the Party’s reasonable best efforts its Affiliates be required to obtain any Tax Returns provide Purchaser (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection its Representatives) with any Tax Returns Return of a member of the Seller Group or any consolidated, combined, affiliated, aggregate, unitary, or similar Tax Return that includes a member of the Seller Group (a “Seller Return”), other than separate schedules or portions of such Tax Return (if any) relating exclusively to the Transferred Entities and in the possession of Seller or its Affiliate. To the extent that Seller makes an election pursuant to Section 1.1502-36(d) of the Treasury Regulations or another election that impacts the asset basis or any other tax attribute of any of Transferred Entity, Seller shall timely provide to the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant Purchaser information relating to this Agreement, any change to any Transferred Entity’s tax attributes (including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1tax basis) resulting from such election.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than 30 days after the receipt of a request from Seller, and each in accordance with Buyer’s ordinary course Tax compliance and accounting practices, Buyer shall, and shall cause its respective Affiliates to, provide to cooperate fully) Seller a package of Tax information materials, including schedules and work papers, reasonably requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to any member of the Transferred Entity Group. Buyer shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Except as otherwise specifically provided in this Agreement, each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing Party to this Agreement such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return, amended Tax Return or reporting requirementsclaim for refund, (ii) with all reasonable requests from another Party heretodetermining a liability for Taxes or an indemnity obligation under this Article VII or a right to refund of Taxes, or from an agent(iii) conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, representative, or advisor to such Party, in connection with the preparation and filing copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Tax Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents)relevant records concerning the ownership and Tax basis of property and other information, documents, books, records, or other information that which any such Party may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party shall make its and its Subsidiaries’ employees and facilities reasonably available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs at its cost to provide an explanation of any documents or information so provided. (c) Each Party shall retain all Tax Returns, schedules and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IXwork papers, and except all material records and other documents relating to Tax matters, of the relevant entities for copying coststheir respective Tax periods ending on or prior to the Closing Date until the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate. Thereafter, which shall be shared equally by the PartiesParty holding such Tax Returns or other documents may dispose of them after notice to the other Party, no reimbursement shall be made for costs and expenses incurred by unless the Parties as a result other Party reasonably requests to take possession of cooperating pursuant to this Section 10.1such Tax Returns or other documents at such other Party’s own expense.

Cooperation and Exchange of Information. The Parties (a) Each Party shall each cooperate fully (at such time and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the extent reasonably requested by the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of any Tax ReturnsReturn or claim for refund, claims for Refundor the conduct of any audit, Auditsdispute, determinations of Tax Attributes and the calculation of Taxes proceeding, suit or action concerning any issues or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, matters considered in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: , the following: (ai) forwarding promptly copies of appropriate notices and forms or other communications received from any Tax Authority (including any IRS revenue agent’s report or similar report, notice of proposed adjustment, or notice of deficiency) or sent to any Tax Authority or any other administrative, judicial or other governmental authority that relate to a Disputed Tax Issue; (ii) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, on demand of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution DateReturns, books, records (including information regarding those concerning ownership and Tax basis of propertyproperty which either Party may possess), documentation, and documentation or other information relating to such the Tax Returns, including accompanying schedules, related work papersworkpapers, and documents relating to rulings or other determinations by Taxing Authorities; , until the expiration of the applicable statute of limitations (bgiving effect to any extension, waiver or mitigation thereof) subject to the provisions of Section 6.02(e) hereof; (iii) the provision of additional information, including an explanation of material provided under clause (i) of Section 6.02(a) hereof, to the extent such information is necessary or reasonably helpful in connection with the foregoing; (iv) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return by BioTime or Refund claim of the Parties AgeX or any of their respective Subsidiaries subsidiaries, or in connection with any audit, dispute, proceeding, suit or action; and (including the signature of an officer of a Party or its Subsidiary); (cv) the use of the such Party’s commercially reasonable best efforts to obtain any documentation and provide additional facts, insights from a governmental authority or views as requested by another Party a third party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); andforegoing. (db) the Both Parties shall use of the Party’s reasonable best efforts to obtain keep each other advised as to the status of Tax audits or Tax Controversies involving a Disputed Tax Issue and cooperate in a defense with respect to a Disputed Tax Issue in any Tax Returns Controversy. (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. c) Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with any of the foregoing matters. Except for costs and expenses otherwise allocated among the Parties . (d) If either Party fails to provide any information requested pursuant to this AgreementSection 6.02 hereof within a reasonable period, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally as determined in good faith by the PartiesParty requesting the information, no reimbursement then the requesting Party shall have the right to engage a public accounting firm to gather such information, provided that thirty (30) days prior written notice is given to the unresponsive Party. If the unresponsive Party fails to provide the requested information within thirty (30) days of receipt of such notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm full access to all appropriate records or other information as reasonably necessary to comply with the requirements of Section 6.02 hereof and shall reimburse the requesting Party or pay directly all costs connected with the requesting Party’s engagement of the public accounting firm. (e) Upon the expiration of any statute of limitations, the documentation of BioTime or AgeX or any of their respective subsidiaries, including, without limitation, books, records, Tax Returns and all supporting schedules and information relating thereto, shall not be made for costs destroyed or disposed of unless (i) the Party proposing such destruction or disposal provides sixty (60) days prior written notice to the other Party describing in reasonable detail the documentation to be destroyed or disposed of and expenses incurred by (ii) the Parties as a result recipient of cooperating pursuant such notice agrees in writing to this Section 10.1such destruction or disposal. If the recipient of such notice objects, then the Party proposing the destruction or disposal shall promptly deliver such materials to the objecting Party at the expense of the objecting Party.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Not more than 60 days after the receipt of a request from Purchaser, Seller shall, and each shall cause its Affiliates to, provide to Purchaser a package of Tax information materials, including schedules and work papers, requested by Purchaser to enable Purchaser to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Companies and their respective Affiliates to cooperate fully) Subsidiaries. Seller shall prepare such package completely and accurately, in good faith and in a timely manner consistent with Seller’s past practice. (considering b) Each Party shall, and shall cause its Affiliates to, provide to the other Party’s normal internal processing or reporting requirementsParty such cooperation, documentation and information as either of them reasonably may request in (i) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation preparing and filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under this Article VII or a right to refund of Taxes or (iii) conducting any Tax Proceeding. Such cooperation, documentation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection together with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers portions of relevant accompanying schedules and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities;taxing authorities and relevant records concerning the ownership and Tax basis of property and other relevant information that any such Party may possess. Each Party shall make its employees reasonably available on a mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. (bc) Each Party shall retain (to the execution extent in its possession or the possession of any document that may be necessary or reasonably helpful in connection with any Audit its Affiliates) all Tax Returns, schedules and work papers, and all material records and other documents relating to Tax matters, of any either of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties Companies or any of their respective Subsidiaries (for its Tax periods ending on or prior to or including the signature Closing Date until the later of an officer of a Party or its Subsidiary); (cx) the use expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate, or (y) eight years following the due date (without extension) for such Tax Returns. Thereafter, the Party holding such Tax Returns or other documents may dispose of them unless the other Party, upon reasonable notice, requests the opportunity to take possession of any portion of such Tax Returns and other documents that relate solely to one or both of the Companies or any of their respective Subsidiaries at such other Party’s reasonable best efforts to obtain own expense (provided, that any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful such notice must in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates. Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall event be made for costs and expenses incurred by the Parties as a result of cooperating pursuant in writing at least 60 days prior to this Section 10.1such disposition).

Cooperation and Exchange of Information. The Parties shall each cooperate fully (TCI and each shall cause its respective Affiliates to cooperate fully) Subgroup Member will provide each other with such cooperation and in a timely manner (considering information as either of them may reasonably request of the other Party’s normal internal processing in filing any Tax Return, amended return or reporting requirements) with all reasonable requests from another Party heretoclaim for refund, determining a liability for Taxes or from an agent, representative, or advisor a right to such Partyrefund of Taxes, in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation conducting any audit or other proceeding in respect of Taxes or other amounts in preparing any financial statement information concerning or relating to Taxes, including any accrual of Taxes required to be paid hereunder, and any applicable for financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreementstatement purposes. Such cooperation shall include, without limitation: (a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration include providing copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including together with all accompanying schedulesschedules and related workpapers, related work paperscomputerized tax database, and documents relating to rulings or other determinations by Taxing Authorities; (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work paperstaxing authorities, and documents)records concerning the ownership and tax basis of property, documents, books, records, or other information that which any party hereto may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliatespossess. Each Party party shall make its and its Subsidiaries’ employees and facilities available to any other party hereto on a reasonable and mutually convenient basis to provide explanations of any documents or information requested hereunder. Except as otherwise provided in the Agreement, any party requesting assistance hereunder shall reimburse any party providing such assistance for any reasonable out-of-pocket costs incurred in providing any Tax Return, document or other written information, upon receipt of reasonable documentation of such costs. Each party hereto will retain all returns, schedules and workpapers, and all material records or other documents relating thereto, until the expiration of the statute of limitations (including extensions) for the taxable years to which such returns and other documents relate and, unless such Tax Returns and other documents are offered to the other parties hereto, until the final determination of any payments which may be required in respect of such years under this Agreement. Any information obtained under this Section shall be kept confidential, except as may be otherwise necessary in connection with the foregoing matters. Except filing of returns or claims for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. The Parties shall each cooperate fully (a) Each party to this Agreement shall, and each shall cause its respective Affiliates to, provide to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing party such cooperation, documentation and information as either of them reasonably may request in (i) filing any Tax Return or reporting requirementsclaim for refund, (ii) determining a liability for Taxes or an indemnity obligation under this Article VI or a right to refund of Taxes, or (iii) conducting any Tax Proceeding; provided that in no case shall Purchaser or any of its Affiliates have examination rights (or any other rights) with all reasonable requests from another Party hereto, respect to any Tax Return not acquired pursuant to Section 2.4(n) or from an agent, representative, or advisor to such Party, transferred in connection with the preparation and filing of Tax Returns, claims for Refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any acquisition of the Parties or their respective Subsidiaries covered by this AgreementRLC Ductless Business. Such cooperation shall includeinclude preparing (or causing to be prepared) such information completely and accurately, without limitation: in good faith and in a manner and on a timeline reasonably requested by the other party, timely providing (aand in any event within thirty (30) the retention until the expiration days of the applicable statute request) necessary powers of limitations orattorney, if later, until the expiration copies of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, portions of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such relevant Tax Returns, including together with all relevant portions of relevant accompanying schedules, related schedules and relevant work papers, and relevant documents relating to rulings or other determinations by Taxing Authorities;Authorities and relevant records concerning the ownership and Tax basis of property and other information (including, for the avoidance of doubt, any audited or unaudited financial statements necessary to, or relevant, in preparing such Tax Returns), which any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or Refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary); (c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and (d) the use of the Party’s reasonable best efforts to obtain any Purchaser shall retain all Tax Returns (including accompanying schedules, any related work papers, and documents), documents, books, records, documents or other information that may be necessary supporting materials) of the relevant entities with respect to Tax periods ending on or helpful in connection with prior to the Closing Date until sixty (60) days following the expiration of the statute of limitations (taking into account any extensions) for the Tax periods to which the Tax Returns relate. Thereafter, Purchaser may dispose of any such Tax Returns and other documents after offering Seller reasonable notice and opportunity to take possession of the Parties or their Affiliates. Each Party shall make its such Tax Returns and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, and except for copying costs, which shall be shared equally by the Parties, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1other documents.