Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. Each of Parent and SpinCo, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCoNewCo, on behalf of itself and each member of the Parent Group and the SpinCo NewCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s agents’ reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo NewCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any a Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCoNewCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCoNewCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo NewCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo NewCo shall make its, or shall cause the members of the Parent Group or the SpinCo NewCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCo, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s 's reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s 's or SpinCo’s's, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Income Tax or Other Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCoParty, on behalf of itself and each member the members of the Parent Group and the SpinCo its Group, respectively, agrees to provide the each other party Party (or its designee) with such cooperation or information as such other party Party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent any of the other Parties (or its designee) or SpinCo (or its their designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any a Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, other Party to exercise its rights under this Agreement, and (v) the use of Parentthe Party’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement Parties to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group Spinco Groups with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo Party shall make its, or shall cause the members of the Parent Group or the SpinCo its respective Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCoMatch, on behalf of itself and each member of the Parent Group and the SpinCo Match Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s agents’ reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo Match (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any a Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCoMatch, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCoMatch’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Match Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo Match shall make its, or shall cause the members of the Parent Group or the SpinCo Match Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCo(a) Facet, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectivelyits affiliates, agrees to provide the other party PDL (or its designee) ), at PDL’s expense, with such cooperation or information as such other party PDL (or its designee) reasonably shall request in connection with the determination of any payment or any other calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice include (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, including information document requests, revenue agent’s agent reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Taxing Authority or any other administrative, judicial or governmental authority, (ii) upon reasonable notice, providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authoritytaxing authorities, and such other records concerning the ownership and tax basis of property, or other relevant informationinformation that Facet or its affiliates may possess, (iii) the provision upon reasonable notice, providing of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns certificates and schedules delivered by either partyParty) as shall be reasonably requested by Parent (or its designee) or SpinCo PDL (or its designee), as the case may be, (iv) upon reasonable notice, the execution providing of any document that may be necessary or reasonably helpful in connection with the filing of any a Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, PDL to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’supon reasonable notice, as the case may be, using reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo Facet shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, its affiliates to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 6.1(a) shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent TriMas and SpinCoHorizon, on behalf of itself and each other member of the Parent TriMas Group and the SpinCo Horizon Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice notice, (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, including information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to prepared in connection with obtaining rulings or other determinations by any Tax Authority, and such other records or documents in the possession of a party concerning the ownership and tax Tax basis of property, property or other relevant informationmatters relating to Taxes, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent TriMas (or its designee) or SpinCo Horizon (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent TriMas or SpinCoHorizon, as the case may be, to exercise its rights under this Agreement, and (v) the use of ParentTriMas’s or SpinCoHorizon’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party Third Party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent TriMas as the sole agent for Income Tax or Other Tax purposes of each member of the SpinCo Horizon Group with respect to all Combined Returns. Upon reasonable notice, each of Parent TriMas and SpinCo Horizon shall make its, or shall cause the other members of the Parent TriMas Group or the SpinCo Horizon Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 9 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent party hereto agrees to provide, and SpinCo, on behalf of itself and to cause each member of the Parent its Tax Group and the SpinCo Groupto provide, respectively, agrees to provide the other party (or its designee) with such cooperation or and information as such other party (or its designee) shall reasonably shall request request, on a timely basis, in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for RefundTax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the conduct provisions of this Agreement (including any Proceedingcooperation required to carry out the intentions of the parties as set forth in the preamble), provided, however, that neither party shall be obligated to provide the other party Tax Returns, documentation or other information of a proprietary or confidential nature for purposes of verifying any calculation, and provided further, that in any such case where one party does not provide the other party with Tax Returns, documentation or information because it is proprietary or confidential, both parties shall cooperate in developing mutually acceptable procedures including retaining a mutually agreeable accounting firm to review such Tax Returns, documentation or information for purposes of verifying such calculation. Such To the extent necessary to carry out the purposes of this Agreement and subject to the other provisions of this Agreement, such cooperation and information shall includeinclude without limitation the non-exclusive designation of an officer of Fortune as an officer of ACCO and each of its affiliates for the purpose of signing Tax Returns, without limitationcashing refund checks, upon reasonable notice (i) pursuing refund claims, dealing with Tax Authorities and defending audits as well as promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) which relate to the ACCO Tax Group for the Tax Indemnification Period and providing copies of all relevant Tax ReturnsReturns for the Tax Indemnification Period, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax AuthorityAuthorities, including without limitation, foreign Tax Authorities, and such other records concerning the ownership and tax Tax basis of property, or which either party may possess. Subject to the rights of the ACCO Tax Group under the other relevant informationprovisions of this Agreement, (iii) such officer shall have the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or authority to execute powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (vincluding Form 2848) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes on behalf of each member of the SpinCo ACCO Tax Group with respect to all Combined ReturnsTax Returns for the Tax Indemnification Period. Upon reasonable notice, each of Parent and SpinCo Each party to this Agreement shall make itsmake, or shall cause the members of the Parent Group or the SpinCo Groupits affiliates to make, as applicable, to make their, its employees and facilities available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. (A) Parent and Spinco agree to make good faith efforts to request from the other party all information it may need within six (6) months of the Distribution Date. (B) Each of Parent and SpinCo, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectively, after six (6) months has lapsed, agrees to use good faith efforts to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s 's reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s 's or SpinCo’s's, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly Any request for information or documents pursuant to this Section shall be made by the intention requesting party in writing. The other party shall promptly (and in no event later than 30 days after receipt of the parties request) provide the requested information. The requesting party shall indemnify the other party for any reasonable out-of-pocket expenses incurred by such party in connection with providing any information or documentation pursuant to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined ReturnsSection 9. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 9 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCo, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Income Tax or Other Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCo, on behalf of itself and each other member of the Parent Group and the SpinCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice notice, (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, including information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax Tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party Third Party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Income Tax or Other Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the other members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent Remainco and SpinCoSpinco, on behalf of itself and each other member of the Parent Remainco Group and the SpinCo Spinco Group, respectively, agrees to provide the other party Party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice notice, (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, including information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax Tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent Remainco (or its designee) or SpinCo Spinco (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent Remainco or SpinCoSpinco, as the case may be, to exercise its rights under this Agreement, and (v) the use of ParentRemainco’s or SpinCoSpinco’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party Third Party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent the Filing Party as the sole agent for Income Tax or Other Tax purposes of each member of the SpinCo Non-filing Party’s Group with respect to all Combined Returns. Upon reasonable notice, each of Parent Remainco and SpinCo Spinco shall make its, or shall cause the other members of the Parent Remainco Group or the SpinCo Spinco Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCo, on behalf of itself and each other member of the Parent Group and the SpinCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice notice, (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, including information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax Tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party Third Party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Income Tax or Other Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the other members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 9 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. (a) Each of Parent Party shall, and SpinCoshall cause its Affiliates to, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectively, agrees provide to provide the other party (or its designee) with Parties such cooperation or cooperation, documentation and information as such other party (or its designee) either of them reasonably shall may request in connection with the determination of (i) filing any payment or any calculations described in this AgreementTax Return, the preparation or filing of any amended Tax Return or claim for Refundrefund, (ii) determining a Liability for Taxes or the conduct a right to refund of Taxes or (iii) conducting any Tax Proceeding. Such cooperation and information shall includeinclude providing necessary powers of attorney, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by any Tax AuthorityAuthorities, and such other relevant records concerning the ownership and tax Tax basis of property, or property and other relevant information, (iii) the provision of which any such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as Party may possess. Each Party shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, commercially reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or make its employees reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunderso provided. Any information obtained under this Section 8 To the extent permitted by applicable Law, at the request of the Seller Parent or any of its Affiliates, the Buyer Parent shall, and shall be kept confidentialcause any of its Affiliates to, except as otherwise reasonably may be necessary in connection cooperate with the filing Seller Parent or any of its Affiliates in the preparation of any Tax Returns Return or claims other documentation or certification required to establish the eligibility of all or any portion of the purchase price described in Section 2.13 as “foreign-derived deduction eligible income” within the meaning of Section 250(b)(4) of the Code; provided that (1) the Seller Parent shall reimburse the Buyer Parent for Refund any reasonable, out-of-pocket third party fees and expenses incurred by the Buyer Parent and any of its Affiliates in providing such cooperation, (2) such cooperation shall not include participation in any Tax Proceeding unless required by an applicable Tax Authority, and (3) except with respect to any breach of this Agreement, the Seller Parent agrees and acknowledges that the Buyer Parent shall not be required to bear any Taxes payable due to the failure of all or in conducting any Proceedingportion of the purchase price to qualify as “foreign-derived deduction eligible income” within the meaning of Section 250(b)(4) of the Code.

Cooperation and Exchange of Information. Each of Parent and SpinCoMatch, on behalf of itself and each member of the Parent Group and the SpinCo Match Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo Match (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any a Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCoMatch, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCoMatch’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Match Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo Match shall make its, or shall cause the members of the Parent Group or the SpinCo Match Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCo(a) Facet, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectivelyits affiliates, agrees to provide the other party PDL (or its designee) ), at PDL’s expense, with such cooperation or information as such other party PDL (or its designee) reasonably shall request in connection with the determination of any payment or any other calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s agent reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Taxing Authority or any other administrative, judicial or governmental authority, (ii) upon reasonable notice, providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authoritytaxing authorities, and such other records concerning the ownership and tax basis of property, or other relevant informationinformation that Facet or its affiliates may possess, (iii) the provision upon reasonable notice, providing of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns certificates and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo PDL (or its designee), as the case may be, (iv) upon reasonable notice, the execution providing of any document that may be necessary or reasonably helpful in connection with the filing of any a Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, PDL to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’supon reasonable notice, as the case may be, using reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo Facet shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, its affiliates to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 6.1(a) shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCoNetworks, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectivelyits Affiliates, agrees to provide the other party General Signal (or its designee) with such cooperation or information as such other party General Signal (or its designee) reasonably shall request in connection with the determination and payment of estimated Income Taxes, Timing Differences, Reverse Timing Differences, or the determination of any payment or any other calculations described in this Agreement, the preparation or filing of any Income Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s 's reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority taxing authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authoritytaxing authorities, and such other records concerning the ownership and tax basis of property, or other relevant informationinformation that Networks or its Affiliates may possess, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns certificates and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo General Signal (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any an Income Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, General Signal to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, Networks' reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent General Signal as the sole agent for Income Tax purposes of each member of the SpinCo Networks Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo Networks shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, its Affiliates to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 10 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or claims for Refund or in conducting any Proceeding.. Notwithstanding any other provision of this Agreement, neither Networks, nor any of its Affiliates nor any other Person shall have any right to receive or obtain any information relating to Taxes of General

Cooperation and Exchange of Information. Each of Parent and SpinCoThe CTG Companies, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectively, agrees to provide the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this AgreementCAG, the preparation or filing of any Tax Return or claim for RefundLLCs and Investor shall cooperate fully, or as and to the conduct of any Proceeding. Such cooperation and information shall include, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be extent reasonably requested by Parent (or its designee) or SpinCo (or its designee)any other Party, as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of Tax Returns and any Tax Returnaudit, a claim for a Refund, litigation or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group other proceeding with respect to all Combined ReturnsTaxes. Upon reasonable noticeSuch cooperation shall include the retention and (upon such other Party’s request) the provision of records and information reasonably relevant to any such audit, each of Parent and SpinCo shall make itslitigation, Tax Claim, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, other proceeding and making employees and facilities available on a mutually convenient basis to provide additional information and explanation of any documents or information material provided hereunder. Any information obtained under The CTG Companies, CAG, the LLCs and Investor agree (i) to retain all books and records with respect to Tax matters pertinent to the CTG Business relating to any taxable period beginning before the Closing Date until expiration of the statute of limitations (and, to the extent notified by CTG Companies, CAG, the LLCs or Investor, as applicable, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give each other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if such other Party so requests, the CTG Companies or CAG, as the case may be, shall allow such other Party to take possession of such books and records. Notwithstanding anything in this Section 8 10.3(b), CAG will only be required to deliver to the LLCs the portions of such books and records that relate to the CTG Business or CTG Companies and may redact any statements or other information on the portions of such books and records that do not relate to the CTG Business or CTG Companies. In addition to the foregoing, (i) CAG also shall be kept confidentialcooperate fully with Investor, except as otherwise and to the extent reasonably may be necessary requested by Investor, in connection with the Investor’s filing of its Tax Returns and any audits, litigation or claims for Refund other Proceeding with respect to Investor and its Taxes, and (ii) the LLCs also shall cooperate fully with CAG, as and to the extent reasonable requested by CAG, in connection with CAG’s filing of the LLCs’ Tax Returns pursuant to Section 10.3(a)(iv) and any audits, litigation, or in conducting other Proceeding with respect to any ProceedingTaxes shown on such Tax Returns.

Cooperation and Exchange of Information. Each of Parent party hereto agrees to provide, and SpinCo, on behalf of itself and to cause each member of the Parent its Tax Group and the SpinCo Groupto provide, respectively, agrees to provide the other party (or its designee) with such cooperation or and information as such other party (or its designee) reasonably shall request request, on a timely basis, in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for RefundTax refund not inconsistent with this Agreement or in conducting any Tax audit, Tax dispute, or otherwise in respect of Taxes or to carry out the conduct provisions of any Proceedingthis Agreement. Such To the extent necessary to carry out the purposes of this Agreement and subject to the other provisions of this Agreement, such cooperation and information shall includeinclude without limitation the non-exclusive designation of an officer of Acacia as an officer of CombiMatrix and each of its affiliates (for the purpose of signing Tax Returns, without limitationcashing refund checks, upon reasonable notice (i) pursuing refund claims, dealing with Tax Authorities and defending audits); promptly forwarding to the other party, where relevant, copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) which relate to the Tax Indemnification Period; providing copies of all relevant Tax ReturnsReturns for the Tax Indemnification Period, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax AuthorityAuthorities, including without limitation, foreign Tax Authorities, and such other records concerning the ownership and tax Tax basis of property, which either party may possess; and making its employees involved in the research and development process available to the other party and having such employees provide such assistance as the other party may require for such purposes, provided, however, that neither party shall be obligated to provide the other party Tax Returns, documentation or other relevant informationinformation of a proprietary or confidential nature for purposes of verifying any calculation, (iii) and provided further, that in any such case where one party does not provide the provision other party with Tax Returns, documentation or information because it is proprietary or confidential, both parties shall cooperate in developing mutually acceptable procedures including retaining a mutually agreeable accounting firm to review such Tax Returns, documentation or information for purposes of verifying such additional information and explanations calculation. Subject to the rights of documents and information provided the CombiMatrix Tax Group under the other provisions of this Agreement (including statementsAgreement, certificates, forms, returns and schedules delivered by either party) as such officer shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as have the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or authority to execute powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (vincluding Form 2848) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes on behalf of each member of the SpinCo CombiMatrix Tax Group with respect to all Combined ReturnsTax Returns for the Tax Indemnification Period. Upon reasonable notice, each of Parent and SpinCo Each party to this Agreement shall make itsmake, or shall cause the members of the Parent Group or the SpinCo Groupits affiliates to make, as applicable, to make their, its employees and facilities available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Tax Returns or claims for Refund or in conducting any Proceeding.

Cooperation and Exchange of Information. Each of Parent and SpinCoThe Buyer on the one hand, on behalf of itself and each member of the Parent Group and the SpinCo GroupSellers on the other hand, respectivelywill provide, agrees or cause to provide be provided, to the other party (copies of all correspondence received from any taxing authority by such party or any of its designee) with such cooperation or information as such other party (or its designee) reasonably shall request affiliates in connection with the liability of the Stock Entities and their Subsidiaries for Taxes for any period for which such other party is or may be liable under clause (b) or (c) of Section 7.1. The parties will provide each other with such cooperation and information as they may reasonably request of each other in preparing or filing any return, amended return, or claim for refund, in determining a liability or a right of refund, or in conducting any audit or other proceeding, in respect of Taxes imposed on the parties or their respective affiliates. The Buyer on the one hand, and the Sellers on the other hand, will preserve and retain all returns, schedules, workpapers and all material records or other documents relating to any such returns, claims, audits, or other proceedings until the expiration of the statutory period of limitations (including extensions) of the taxable periods to which such documents relate and until the final determination of any payment payments which may be required with respect to such periods under this Agreement and shall make such documents available at the then current administrative headquarters of such party to the other party or any calculations described in this Agreementaffiliate thereof, the preparation or filing of any Tax Return or claim for Refundand their respective officers, or the conduct of any Proceeding. Such cooperation employees and information shall include, without limitationagents, upon reasonable notice (i) promptly forwarding and at reasonable times, it being understood that such representatives shall be entitled to make copies of appropriate notices any such books and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents records relating to rulings or other determinations by any Tax Authority, the Stock Entities and such other records concerning the ownership and tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) their Subsidiaries as they shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunderdeem necessary. Any information obtained under pursuant to this Section 8 7.5 shall be kept confidential, except as otherwise reasonably may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Refund refund or in conducting any Proceedingaudit or other proceeding. Each party shall provide the cooperation and information required by this Section 7.5 at its own expense.

Cooperation and Exchange of Information. Each of Parent party to this Agreement shall, and SpinCoshall cause its Affiliates to, on behalf of itself and each member of the Parent Group and the SpinCo Group, respectively, agrees provide to provide the other party (or its designee) with to this Agreement such cooperation or cooperation, documentation and information as such other party (or its designee) either of them reasonably shall may request in connection with the determination of (a) filing any payment or any calculations described in this AgreementTax Return, the preparation or filing of any amended Tax Return or claim for Refund, refund or the conduct of (b) conducting any Tax Proceeding. Such cooperation and information shall includeinclude providing necessary powers of attorney, without limitation, upon reasonable notice (i) promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by any Tax Authority, Taxing Authorities and such other relevant records concerning the ownership and tax Tax basis of property, or property and other relevant information, (iii) the provision of which any such additional information party may possess and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (or its designee) or SpinCo (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third each party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, its employees and facilities reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Any information obtained under this Section 8 so provided; provided, that the party requesting assistance shall pay the reasonable out-of-pocket expenses incurred by the party providing such assistance; provided, further, that no party shall be kept confidential, except as otherwise reasonably may be necessary required to provide assistance at times or in connection amounts that would interfere unreasonably with the filing business and operations of such party. Notwithstanding anything to the contrary in this Agreement (i) neither Purchaser nor any of its Affiliates shall be entitled to, any Tax Returns Return (or claims for Refund copy thereof) of Seller or in conducting any Proceedingof its respective Affiliates (other than solely that of a Purchased Entity) or any Affiliated Group that includes Seller or any of its Affiliates (other than solely Purchased Entities) and (ii) Seller nor any of its Affiliates shall be entitled to, any Tax Return (or copy thereof) of Purchaser or any of its respective Affiliates (other than solely that of a Purchased Entity) or any Affiliated Group that includes Purchaser or any of its Affiliates (other than solely Purchased Entities).

Cooperation and Exchange of Information. Each of Parent (a) At any --------------------------------------- time and SpinCofrom time to time following the Closing Date, on behalf of itself Buyer or Seller shall provide Seller or Buyer, as the case may be, their respective accountants and each member counsel, during normal business hours, upon reasonable request, reasonable access to such books, records and other data and to the employees engaged in the Business or any successor thereto to the extent that such access may be requested (i) with respect to information relating to periods prior to the Closing Date, for any reasonable business purpose related to operation of the Parent Group Business and (ii) with respect to information relating to the SpinCo GroupClosing Date and periods prior to or following the Closing Date, respectivelyinformation and data required by Seller's or Buyer's customary tax and accounting questionnaires, agrees in order to provide enable Seller or Buyer, as the case may be, to complete and file all Tax Returns which it may be required to file with respect to the operations and business of the Business through or following the Closing Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable Seller or Buyer, as the case may be, to satisfy its internal accounting and tax requirements, provided that the requesting party pays for the reasonable out-of- pocket expenses of the other party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request which arise in connection with any such request, provided, however, that such investigation shall be upon reasonable -------- ------- notice and shall not unreasonably disrupt the determination personnel and operations of Seller or the Subsidiaries or the Business and such investigation shall not include access to any payment item relating to the business of the Seller or any calculations described in this Agreement, the preparation or filing of any Tax Return or claim for Refund, Seller's Affiliates or the conduct of any ProceedingSubsidiaries or Buyer, as the case may be, other than the Business. Such cooperation and information shall include, without limitation, upon reasonable notice (i) include promptly forwarding copies of appropriate notices and forms or other communications (including, without limitation, information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Taxing Authority or any other administrativewhich relate to the operations of the Business through the Closing, judicial or governmental authority, (ii) and providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, Taxing Authority and such other records concerning the ownership and tax basis of property, which Buyer or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Parent (Seller may possess. Buyer or its designee) or SpinCo (or its designee)Seller, as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of any Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Parent or SpinCo, as the case may be, to exercise its rights under this Agreement, and (v) the use of Parent’s or SpinCo’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a third party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish Parent as the sole agent for Tax purposes of each member of the SpinCo Group with respect to all Combined Returns. Upon reasonable notice, each of Parent and SpinCo shall make its, or shall cause the members of the Parent Group or the SpinCo Group, as applicable, to make their, its employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information Information which is obtained under by either party pursuant to this Section 8 subsection (a) shall be kept confidentialconfidential by such party; provided, except as otherwise reasonably however that in the event the party or any of its representatives is requested or required pursuant to applicable law by any government authority or court of competent jurisdiction to disclose any such information, the party may do so after providing the other party with notice of the request or requirement so that the other party may attempt, at its own expense, to obtain a protective order. Each party shall use reasonable efforts to retain the information in their respective departments (such as, the tax, credit, and accounting departments, etc.) in which any such information is to be necessary in connection used and will limit access to such information to a "needs to know" basis. Neither party may use information obtained from the other party pursuant to this subsection to compete with the filing of Tax Returns or claims for Refund or in conducting any Proceedingother party.