Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. The Parties shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Group. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties with reasonable written notice and offer the other Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupAcquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Acquired Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Acquired Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties Party with reasonable written notice and offer the other Parties Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Member Representative, each Company and Verano shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupsuch Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Member Representative, each Company and Verano shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the such Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller Member Representative, such Company or SED, on the one hand, or Buyer or SED, on the other Verano (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Transferors and Acquiror shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 8 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupGroup Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Transferor and Acquiror shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date, Seller the Transferor or SED, on the one hand, or Buyer or SED, on the other Acquiror (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties ABS, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax taxing authorities. Each Party of ABS, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller ABS, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholder Representative, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Stockholder Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Stockholder Representative, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupAcquired Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Acquired Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Acquired Companies for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Shareholder, the Company and 4Front shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Shareholder, the Company and 4Front shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Shareholder, the Company or SED, on the one hand, or Buyer or SED, on the other 4Front (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Contributors and Beneficiary shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompanies. Such cooperation and information shall include providing copies of relevant Tax Returns relating to Tax matters of the Companies or portions thereof, together with accompanying the Companies’ schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Contributors and Beneficiary shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any such Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Scomedica for any taxable period beginning before the Closing Date, Seller the Contributors or SED, on the one hand, or Buyer or SED, on the other Beneficiary (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Purchaser and the Sellers shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Purchaser and the Sellers shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the a Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding of any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the a Company Group for any taxable period beginning before the Closing Date, Seller or SED, on Purchaser and the one hand, or Buyer or SED, on the other Sellers (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials; provided, however, Purchaser shall not be required to provide such notice with respect to any taxable period ending more than 4 years prior to such transfer, destruction or discard.

Cooperation and Exchange of Information. The Parties Stockholder Representative, Matrix and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupMatrix. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Stockholder Representative, Matrix and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Matrix for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Matrix for any taxable period beginning before the Closing Date, Seller Stockholder Representative, Matrix or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Red Cat and Unusual shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article IX or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupTarget Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Red Cat and Unusual shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Target Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Target Companies for any taxable period beginning before the Closing Date, Seller Red Cat or SED, on the one hand, or Buyer or SED, on the other Unusual (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VIII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesany Tax Authority. Each Party of Seller Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Representative or Buyer or SED, on the other (as the case may be) shall provide the other Parties Party with reasonable written notice and offer the other Parties Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers’ Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers’ Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers’ Representative or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Representative or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholders’ Agent, Company and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Stockholders’ Agent, Company and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller Stockholders’ Agent, Company or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other that would be necessary or useful in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group ACFP Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group ACFP Companies for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Each Seller and the Company shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 5.4 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesTaxing Authorities. Each Party Seller and the Company shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date until the date seven (7) years following the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other Party Parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, each Seller or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties Party with reasonable written notice and offer the other Parties Company or the Sellers’ Representative, as the case may be, the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupan Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the an Acquired Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the an Acquired Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupor any Subsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in preparing and filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials; provided that this sentence does not apply to any Tax Returns, schedules and work papers, records and other documents relating to taxable periods of which the statute of limitations has expired.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupand Cana Pharmaceuticals. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party The Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group and Cana Pharmaceuticals for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group and Cana Pharmaceuticals for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholder, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Stockholder, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Stockholder, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholder Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesGovernmental Authorities. Each Party of the Stockholder Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Stockholder Representative or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupSMGE. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of the Sellers and the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group SMGE for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group SMGE for any taxable period beginning before the Closing Date, Seller the Sellers or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Each of Parent, Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Parent, Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its their possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, each of Parent, Seller or SED, on the one hand, or and Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 9 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupAcquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Acquired Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the an Acquired Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI V or in connection with any audit or other proceeding in respect of Taxes of any member either of the Company GroupCompanies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party 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 any member of the Company Group Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Effective Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Effective Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.. ​ ​ ​

Cooperation and Exchange of Information. The Parties Seller and the Purchasers shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCPSL. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchasers shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group CPSL for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group CPSL for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchasers (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller Parties and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Group. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller Parties and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, Parties or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Company Representative, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding Action in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by applicable tax authorities. Each Party of the Company Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning on or before the Closing Date, Seller the Company Representative, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Investor, MTE and the Company shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupMTE. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Investor, MTE and the Company shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group MTE for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group MTE for any taxable period beginning before the Closing Date, Seller Investor, MTE or SED, on the one hand, or Buyer or SED, on the other Company (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupTarget Parties. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Target Parties for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Target Parties for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties Party with reasonable written notice and offer the other Parties Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompanies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Transferor and Transferee shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 10 or in connection with any audit or other proceeding in respect of Taxes of the Target or any member of the Company GroupTarget Subsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Transferor and Transferee shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Target and each Target Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Target and each Target Subsidiary for any taxable period beginning before the Closing Date, Seller Transferor or SED, on the one hand, or Buyer or SED, on the other Transferee (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupor any Subsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties P3K and Salt Blockchain shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupAcquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of P3K and Salt Blockchain shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Acquired Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Acquired Company Group for any taxable period beginning before the Closing Date, Seller P3K or SED, on the one hand, or Buyer or SED, on the other Salt Blockchain (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Shareholder and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 8 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupGroup Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Shareholder and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Shareholder or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return or obtaining a Tax Refund pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax Tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning on or before the Closing Date 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 extensions, except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of Seller or its Affiliates, the Company, or any member of the Company GroupSubsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller, the Company and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller, the Company and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before Pre-Closing Tax Period, Seller, the Closing Date, Seller or SED, on the one hand, Company or Buyer or SED, on the other (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materialsmaterials until the expiration of the statute of limitations of the taxable periods to which such Tax Returns or other documents relate, without regard to extensions except to the extent notified by any of the other parties in writing of such extensions for the respective Tax periods.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupor any Subsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupor any Subsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, the relevant Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.. Section 6.04

Cooperation and Exchange of Information. The Parties Seller, Parent and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI X or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings ruling or other determinations by tax authorities. Each Party of Seller, Parent and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group and its Subsidiaries for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Selling Shareholders and the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VIII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Selling Shareholders and the Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Selling Shareholders or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Effective Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to ​ ​ ​ ​ Tax matters of any member of the Company Group for any taxable period beginning before the Closing Effective Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Founder and the Members, on one hand, and Purchaser, on the other hand, shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Founder and Members, on one hand, and Purchaser, on the other hand, shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SEDthe Founder, on the one handMembers, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party or parties with reasonable written notice and offer the other Parties party or parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholders’ Agent, Company and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Section 6 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Stockholders’ Agent, Company and Purchaser shall retain all Tax Returns, schedules and work papers, records and other [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller Stockholders’ Agent, Company or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 6.15 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupor any Subsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers’ Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or any Subsidiary for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers’ Representative or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Members, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VIII or in connection with any audit or other proceeding Proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Members, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Members, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 4 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupDCE and DCEMB. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party 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 any member of the Company Group DCE and DCEMB for any taxable period beginning before the Closing Effective Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group DCE and DCEMB for any taxable period beginning before the Closing Effective Date, Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholder Representative, the Company and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Stockholder Representative, the Company and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SEDStockholder Representative, on the one hand, Company or Buyer or SED, on the other (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupQSHI. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group QSHI for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group QSHI for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholders and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI 1VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Stockholder Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Stockholder Representative or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers’ Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupor either Subsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers’ Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or either Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or either Subsidiary for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers’ Representative or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupeither Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the either Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the either Company Group for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Member Representative, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Member Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller Member Representative, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholder and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 8.06 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of the Stockholder and Purchaser shall retain all Tax Returns, schedules and schedules, work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group (but excluding individual Tax Returns, schedules to individual Tax returns, and similar documents) for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and schedules, work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing DateDate that are required to be retained pursuant to the immediately preceding sentence, Seller the Stockholder or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties Party with reasonable written notice and offer the such other Parties Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupHeartland Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Heartland Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Heartland Companies for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.. For the avoidance of doubt, this Section 7.09 shall not apply to the Buyer with respect to any Sales and Use Tax Return or other tax matters or information related to or attributable to Sales and Use Taxes. ARTICLE VIII

Cooperation and Exchange of Information. The Parties Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupTKSI. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group TKSI for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group TKSI for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Seller Parties and the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 6.2 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupAcquired Entities. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller Parties and the Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Acquired Entities for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Acquired Entities for any taxable period beginning before the Closing Date, the Seller Parties or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupand Holdco. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group and Holdco for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or Holdco for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit audit, maintaining any incentive, or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing DateDate until the expiration of the statute of limitations of the taxable periods to which such Tax Returns relate, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller Representative, the Company and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller Representative, the Company and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SEDRepresentative, on the one hand, Company or Buyer or SED, on the other (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers’ Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers’ Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller Sellers (or SEDSellers’ Representative, on the one hand, as applicable) or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns of the Company or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax ReturnsReturns of the Company, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party Parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax ReturnsReturns of the Company, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties with reasonable written notice and offer the other Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Sellers and Buyer shall each retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company or any member of the Company Group Acquired Subsidiaries for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Pre-Closing Date Tax Period and any Straddle Period until the expiration of the statute of limitations of the such taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company (i.e., such information does not include information of any other member of any consolidated group of which the Company Group is a member) for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties shall Seller and the Buyer will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant or claim for refund, determining a liability for Taxes or a right to this ARTICLE VI a refund of Taxes, participating in or in connection with conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase any of DuraTherm or any member part of its business from the Company GroupBuyer. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax Tax authorities, as well as signing and delivering powers of attorney, information authorization, closing or settlement agreements, and all other necessary or appropriate documents. Each Party of the Seller and the Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group DuraTherm for any each taxable period beginning before first ending after the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on (ii) seven years following the other due date (as the case may bewithout extension) shall provide the other Parties with reasonable written notice and offer the other Parties the opportunity to take custody of for such materialsReturns.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupGroup Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupFLHI. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group FLHI for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group FLHI for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 5.07 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupor the Operating Subsidiary. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings ruling or other determinations by tax authorities. Each Party of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or the Operating Subsidiary for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for or the Operating Subsidiary or any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.. (l)

Cooperation and Exchange of Information. The Parties Company Member and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Returns or in connection with any audit or other proceeding in respect of Taxes of any member of or Tax matters relating to the Company Groupor Surviving Entity. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or Surviving Entity for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) Parent shall provide the other Parties Company Member with reasonable written notice and offer the other Parties Company Member the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and the Purchasers shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupFTRK. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchasers shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group FTRK for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group FTRK for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchasers (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesany Tax Authority. Each Party of the Sellers and the Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Sellers or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Company and the Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupor the Parent. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or the Parent for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party Parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group or the Parent for any taxable period beginning before the Closing Date, Seller the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties with reasonable written notice and offer the other Parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties SRAX, the Company, Parent and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article V or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of SRAX, the Company and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SEDSRAX, on the one hand, Company or Buyer or SED, on the other (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Uniroyal Parties and the Company shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 6 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupUEP. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Uniroyal Parties and the Company shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group UEP for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group UEP for any taxable period beginning before the Closing Date, Seller the Uniroyal Parties or SED, on the one hand, or Buyer or SED, on the other Company (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupan Acquired Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax Returns, schedules schedules, and work papers, records records, and other documents in its possession relating to Tax matters of any member of the each Acquired Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules schedules, and work papers, records records, and other documents in its possession relating to Tax matters of any member of the an Acquired Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholders, the Seller and the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Stockholders, the Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, the Stockholders, the Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholder Representative, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any Action, audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Stockholder Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller Stockholder Representative, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller Indemnitors and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller Indemnitors and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers, SBE Holdco, and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI V or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Sellers, SBE Holdco, and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SEDSellers, on the one handSBE Holdco, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Equityholder Representative and Buyers shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article 7 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupGroup Companies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authoritiesTax Authorities, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the provision of any powers of attorney or similar authorizations, or other designations, as may be necessary to effectuate the intent of this Article 7. Each Party The Equityholder Representative and Buyers shall retain retain, or cause to be retained, all Tax Returns, schedules and work papers, records and other documents in its their possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the applicable Closing Date 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 except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the applicable Closing Date, Seller the Equityholders or SED, on the one hand, or Buyer or SED, on the other Buyers (as the case may be) shall provide the other Parties Party with reasonable written notice and offer the other Parties Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholder Representative, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Stockholder Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller Stockholder Representative, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Sellers and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Effective Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Effective Date, Seller the Sellers or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Stockholder Representative, the Company and Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other others in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Stockholder Representative, the Company and Parent shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by any of the other Party parties in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Stockholder Representative, the Company or SED, on the one hand, or Buyer or SED, on the other Parent (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties parties the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company Groupand the Subsidiaries. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group and the Subsidiaries for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group and the Subsidiaries for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupNew Rise SAF. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group New Rise SAF for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group New Rise SAF for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties Party with reasonable written notice and offer the other Parties Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article V or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompanies. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group Companies for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Section 7 or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupPurchased Company. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Purchased Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Purchased Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties with reasonable written notice and offer the other Parties the opportunity to take custody of such materials.beginning

Cooperation and Exchange of Information. The Parties Sellers, the Sellers’ Representatives and the Buyers shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party Seller and the Buyers shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Sellers’ Representatives or SED, on the one hand, or LP Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and the Buyer shall provide each other with such cooperation cooperation, information, and information documents as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Sellers and the Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller the Sellers or SED, on the one hand, or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller and the Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupBSPI. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers papers, and documents relating to rulings or other determinations by tax authorities. Each Party of the Seller and the Purchaser shall retain all Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group BSPI for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying destroying, or discarding any Tax Returns, schedules and work papers, records records, and other documents in its possession relating to Tax matters of any member of the Company Group BSPI for any taxable period beginning before the Closing Date, the Seller or SED, on the one hand, or Buyer or SED, on the other Purchaser (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Shareholders and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE Article VI (Tax Matters) or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Shareholders and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the First Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the First Closing Date, Seller or SED, on the one hand, Shareholders or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI Article VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in his, her or its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in his, her or its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties party with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Seller Representative and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of Seller Representative and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Representative or Buyer or SED, on the other (as the case may be) shall provide the other Parties Party with reasonable written notice and offer the other Parties Party the opportunity to take custody of such materials.

Cooperation and Exchange of Information. The Parties Sellers and the Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI VII or in connection with any audit or other proceeding in respect of Taxes of any member of the Company GroupCompany. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Each Party of the Sellers and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date 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 except to the extent notified by the other Party party in writing of such extensions for the respective Tax periods. Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of any member of the Company Group for any taxable period beginning before the Closing Date, Seller or SED, on the one hand, Sellers or Buyer or SED, on the other (as the case may be) shall provide the other Parties parties with reasonable written notice and offer the other Parties party the opportunity to take custody of such materials.