Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company and Parent will each provide the others with such cooperation and information as any of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by 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. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes the date of the Effective Time and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than 60 days after the receipt of a request from Purchaser, Seller shall, and shall cause its Affiliates to, provide to Purchaser a package of Tax information materials, including schedules and work papers, requested by Purchaser to enable Purchaser to - 66 - prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company and Parent will each its Subsidiaries. Seller shall prepare such package completely and accurately, in good faith and in a manner consistent with Seller’s past practice. (b) Each Party shall, and shall cause its Affiliates to, provide to the others with other Party such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) preparing and filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article ‎VII or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by Parent(iii) conducting any Tax Proceeding. Such cooperation cooperation, documentation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other relevant information that any such Party may possess. The Equityholders’ Representative and Parent Each Party shall make its employees reasonably available on a mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. (and Parent after c) Each Party shall retain (to the Effective Time will cause extent in its possession or the Surviving Corporation and possession of its Subsidiaries, if any, toAffiliates) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation Company and its Subsidiaries, if any, Subsidiaries for its Tax periods ending on or prior to or including the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of Party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any documents may dispose of them unless the other Party provides reasonable notice and requests the opportunity to or for the benefit take possession of the others (including any payments portion of such Tax Returns and other documents that relate solely to the Company or any of its Subsidiaries) under Article 9 or Subsidiaries at such other indemnity provisions of this Agreement and for Party’s own expense (provided, that any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, notice must in which case such payments shall any event be made in an amount sufficient writing at least 60 days prior to indemnify the relevant party on an after-Tax basissuch disposition).

Cooperation and Exchange of Information. The Equityholders’ RepresentativeSeller and Buyer, the Company and Parent will their respective Affiliates, shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any Tax Contest or any audit or other proceeding similar examination of Seller or Buyer or their respective Affiliates in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. Such cooperation and information shall include include, but not be limited to, 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. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation Each party and its Subsidiaries, if any, to) Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Seller and Buyer shall each retain all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Surviving Corporation Companies and its Subsidiaries, if any, the Subsidiaries for the each taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of (ai) 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 in writing of such extensions for the respective Tax periods, or (bii) six three (63) years following the due date (without extension) for such Tax Returnsreturns. None of Seller, on the one hand, or Buyer, the Companies, or the Subsidiaries, on the other hand, shall dispose of any such materials unless it first offers in writing to the other party the right to take possession of such materials at such other party’s sole expense and the other party fails to accept such offer within fifteen (15) Business Days of the offer being made. Any information obtained under this Section 10.4 10.6 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price Tax Contest or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to otherwise may be required by applicable law, regulation or the extent that the Laws rules of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisany stock exchange.

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company Shareholders and Parent Bancorp will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by any Tax authoritiesAuthority. The Equityholders’ Representative Each party shall execute and Parent deliver such powers-of-attorney and make available such other documents as are necessary to carry out the intent of this Article VIII. Each party agrees to notify the other party of any audit adjustments that do not result in Tax liability but can reasonably be expected to affect Tax Returns of the other party. Each party shall (and Parent after the Effective Time make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Each party will cause the Surviving Corporation and its Subsidiaries, if any, to) retain in accordance with applicable IRS record retention procedures all Tax Returns, schedules and work papers, papers and all material records and or other documents in their possession relating to Tax matters of the Surviving Corporation and Xxxxx for its Subsidiaries, if any, for the taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of (a) 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, or (b) six seven (67) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 8.07 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. (a) The Equityholders’ RepresentativeParties shall cooperate with each other and furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company as is reasonably requested for the filing of any Tax Returns, and Parent will each the preparation and conduct of any Tax Proceeding. Anything to the contrary in this Agreement notwithstanding, Seller shall not be required to provide the others any person with such cooperation and information as any Tax Return (or copy thereof) of Seller or any consolidated, combined or unitary group that includes Seller or any of them reasonably may request its Affiliates. (b) Seller and Purchaser shall, and Purchaser shall cause its Subsidiaries to, cooperate in the preparation of all Tax Returns that are required to be filed after the others in filing Closing Date relating to Pre-Closing Tax Periods or to Straddle Periods. (c) Purchaser shall promptly notify Seller upon receipt by Purchaser or any of its Affiliates of notice of any claim, assessment or dispute relating to any Tax ReturnProceeding for which Seller has liability pursuant to Section 8.1(a) and shall promptly forward to Seller any written communications received from any Taxing Authority in connection with any such Tax Proceeding, amended provided, however, that a failure by Purchaser to give such notice will not affect the Purchaser Tax Return or claim for refund, determining a Liability for Taxes or a Indemnitees’ right to indemnification pursuant to Section 8.1(a) except to the extent Seller is materially prejudiced as a refund consequence of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by Parent. Such cooperation and information such failure. (d) Each party 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. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ai) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (bii) six either (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization documents may dispose of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisthem.

Cooperation and Exchange of Information. The Equityholders’ Representative, Seller and the Company and Parent Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. Such cooperation and information infor- mation shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. The Equityholders’ Representative Seller and Parent the Purchaser shall (make their employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Seller and Parent after the Effective Time Purchaser will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in their possession relating to Tax matters of the Surviving Corporation Company and the Assumed Business for its Subsidiaries, if any, for the taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of of: (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (bii) six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before either the Seller or the Purchaser shall dispose of any of such books and records, at least ninety (90) calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; provided, however, that in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. Any information obtained under this Section 10.4 7.06 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than sixty (60) days after the receipt of a request from Seller, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company Transferred Entities. Purchaser shall prepare such package completely and Parent will each accurately, in good faith and in a manner consistent with Seller’s past practice. (b) Each party to this Agreement shall, and shall cause its Affiliates to, provide to the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) preparing and filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by Parent(iii) conducting any Tax Proceeding. Such cooperation cooperation, documentation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other relevant information that any such party may possess. The Equityholders’ Representative and Parent Each party shall make its employees reasonably available on a mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. (and Parent after c) Each party shall retain (to the Effective Time will cause extent in its possession or the Surviving Corporation and possession of its Subsidiaries, if any, toAffiliates) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, Transferred Entities for their respective Tax periods ending on or prior to or including the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of any portion of such Tax Returns and other documents that relate solely to the Transferred Entities at such other party’s own expense (provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing that any such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information notice must in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall event be made in an amount sufficient writing at least sixty (60) days prior to indemnify the relevant party on an after-Tax basissuch disposition).

Cooperation and Exchange of Information. The Equityholders’ Stockholder Representative, the Company, the Excluded Subsidiary Holding Company and Parent will shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others in filing any Tax Return, amended Tax Return pursuant to this Article VI or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting connection with any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation Company Entities or a part of the business acquired from the Company by ParentExcluded 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, with the “relevant Tax authoritiesReturns” for purposes of this Section including only such Tax Returns in respect of which any Excluded Entity is a member of an affiliated, combined, consolidated or unitary Tax group together with any Company Entity. The Equityholders’ Representative Each of Stockholder Representative, the Company, the Excluded Subsidiary Holding Company and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all relevant Tax Returns, and the related schedules and work papers, records and other related documents in their its possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, Company Entities or the Excluded Entities for the any taxable period that includes beginning before the date of the Effective Time and for all prior taxable periods Closing Date until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis regard to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof extensions except to the extent that notified by any of the Laws other parties in writing of a particular jurisdiction 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 the Company Entities or the Excluded Entities for any taxable period beginning before the Closing Date, Stockholder Representative, the Company, the Excluded Subsidiary Holding Company or Parent (as the case may be) shall provide otherwisethe other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials. Within thirty (30) days after written request by the Stockholder Representative or any Stockholder to Parent (or as soon as reasonably practicable thereafter), in which case Parent shall provide Stockholder Representative or such payments shall be made in an Stockholder, as applicable, with the amount sufficient of net operating loss carryovers of the Company from Pre-Closing Tax Periods claimed by Parent or its Affiliates on the Tax Return most recently filed before the date of the request (but, for the avoidance of doubt, without regard to indemnify the relevant party on an after-Tax basiswhether such amounts were properly claimed or reported).

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Purchaser shall promptly (and in no event later than sixty (60) days following Seller’s written request therefor) provide, or cause to be provided, to Seller any information reasonably requested by Seller to facilitate the Company preparation and Parent will each filing of any Tax Returns of Seller or any of its Affiliates or required to be prepared or caused to be prepared by Seller pursuant to this Agreement (including any package of Tax information materials, including schedules and workpapers). Purchaser shall prepare such information completely and accurately, in good faith, and in a manner and on a timeline reasonably requested by Seller. (b) Each party to this Agreement shall, and shall cause its Affiliates to, provide to the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VI or a right to a refund of Taxes, participating in or (iii) conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such party may possess. The Equityholders’ Representative and Parent Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, toc) Each party to this Agreement shall retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any documents may dispose of them after offering the other party reasonable notice and opportunity to or for the benefit take possession of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or such Tax Returns and other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that documents at such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisother party’s own expense.

Cooperation and Exchange of Information. The Equityholders’ Representative, Deutsche Bank and the Company and Parent will Purchaser shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. 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 Governmental Authorities and any other materials relating to the Purchased Assets or the Business or the DB Entities (to the extent such documents are available as of the date hereof or become available hereafter) that might be relevant to Tax authoritiesmatters. The Equityholders’ Representative and Parent Each party shall (and Parent after make its employees reasonably available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Notwithstanding anything to the Effective Time will cause the Surviving Corporation and its Subsidiariescontrary in Section 5.02 hereof but subject to Section 7.08, if any, to) each party shall retain all Tax Returns, schedules work papers and work papers, all material records and or other documents in their possession relating to Tax matters of the Surviving Corporation DB Entities, the Purchased Assets, and its Subsidiaries, if any, the Business (to the extent such documents are available as of the date hereof or become available hereafter) for the taxable period that includes the date of the Effective Time Closing Date and for all prior taxable periods until the later of (a) 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 or (b) six (6) eight years following the due date (without extension) for such Tax Returns; provided, however, that a party shall not dispose of any such materials if at least 90 Business Days before the later of the end of either of the periods described in clauses (a) or (b) the other party has notified the disposing party of its desire to review such material in which case such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such materials. Any information obtained under this Section 10.4 7.06 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than sixty (60) days after the receipt of a request from Parent, Purchaser shall, and shall cause its Affiliates to, provide to Parent a package of Tax information materials, including schedules and work papers, reasonably requested by Parent to enable Parent to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company Transferred Companies and Parent will each their respective Subsidiaries. Purchaser shall prepare such package completely and accurately, in good faith and in a manner consistent with Parent’s past practice. (b) Each party to this Agreement shall, and shall cause its Affiliates to, provide to the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in or (iii) conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such party may possess. The Equityholders’ Representative and Parent Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, toc) Each party shall retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation Transferred Companies and its Subsidiaries, if any, their respective Subsidiaries for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ai) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (bii) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for refund or other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense. (d) Notwithstanding anything to the contrary in conducting an audit or this Agreement, access to and the retention of all Tax Returns and other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis documents and records relating to (i) its advisors and representatives that are subject to confidentiality restrictions Tax matters with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, Transferred Companies and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent their respective Subsidiaries shall be governed by this Article VII and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment Article V shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisnot apply.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than one hundred and twenty (120) days after the receipt of a request from Seller, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, reasonably requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company Purchased Subsidiaries and Parent will each with respect to Excluded Business Taxes. Purchaser shall use commercially reasonable efforts to prepare such package in good faith and in a manner and on a timeline requested by Seller, which information and timeline shall be consistent with the past practice of the Purchased Subsidiaries and Seller. (b) Each party to this Agreement shall, and shall cause its Affiliates to, provide to the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VI or a right to a refund of Taxes, participating in or (iii) conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such party may possess. The Equityholders’ Representative and Parent Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, toc) Each party to this Agreement shall retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) sixty (60) days following the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Investor, Seller, the Company and Parent will each provide their respective Subsidiaries shall reasonably cooperate in the others with such cooperation and information as preparation of all Tax Returns for any of them Tax periods for which one party could reasonably may request require the assistance of the others other party in filing obtaining any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by Parentreasonably relevant information. Such cooperation and information shall include provision of powers of attorney for the purpose of signing Tax Returns and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to any of the Company or its Subsidiaries, and providing copies of all relevant Tax Returns or portions thereofReturns, together with accompanying schedulesschedules and related workpapers, related work papers and documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and tax basis of property, which the party receiving the request may possess. Investor, Seller, the Company and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Nothing herein shall affect the responsibilities for Tax authorities. The Equityholders’ Representative Return preparation and Parent shall Tax contests as contained in Sections 7.3 and 7.6, respectively. (and Parent b) For a period of 15 years after the Effective Time will cause Closing Date (or such longer period as Seller may reasonably request no later than 14 years after the Surviving Corporation Closing Date), the Company and its Subsidiaries, if any, to) Subsidiaries shall retain all Tax Returns, schedules books and work papersrecords (including computer files) of, records and other documents in their possession relating or with respect to Tax matters of the Surviving Corporation activities of, the Company and its Subsidiaries, if any, for the taxable period that includes the date of the Effective Time and Subsidiaries for all prior taxable periods until ending after the later Closing Date. (c) For a period of (a) 15 years after the expiration of the statute of limitations of the taxable periods to which Closing Date or such Tax Returns and other documents relate, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except longer period as may be otherwise necessary in connection with the filing of required by law, Seller or its Affiliates shall retain (and not destroy or dispose of) all Tax Returns (including supporting materials), books and records (including computer files) of, or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable Taxes of, the Company and its Subsidiaries for all taxable periods ending (or deemed, pursuant to Section 7.2, to end) on or prior to the Equityholders’ Representative with respect theretoClosing Date to the extent Seller or its Affiliates held such items on the Closing Date and did not deliver such records to Investor, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any Subsidiary of the Company. After such retention period, Seller and its Affiliates shall not dispose of any such Tax Returns or books or records unless they first offer in writing such Tax Returns or books and records to the Company and the Company fails to accept such offer within 30 days of its Subsidiariesbeing made. (d) under Article 9 Investor, Seller, the Company and their respective Affiliates shall cooperate in the preparation of all Tax Returns relating in whole or in part to taxable periods ending on or before or including the Closing Date that are required to be filed after such date. Such cooperation shall include, but not be limited to, furnishing such information within such Party's possession requested by the party filing such Tax Returns as is relevant to their preparation. In the case of any state, local or foreign joint, consolidated, combined, unitary or group relief system Tax Returns, such cooperation shall also relate to any other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, taxable periods in which case such payments shall be made one Party could reasonably require the assistance of the other Party in an amount sufficient to indemnify the relevant party on an after-Tax basisobtaining any necessary information.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than thirty (30) days after the receipt of a request from Seller, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by any member of the Seller Group with respect to the Transferred Entities, the Company Business or the Retained Business. Purchaser shall prepare such package completely and Parent will each accurately, in good faith and in a manner consistent with Seller’s past practice. Not more than thirty (30) days after the receipt of a request from Purchaser, to the extent information is not available to Purchaser from the records of the Transferred Entities, Seller shall make available to Purchaser the information reasonably requested by Purchaser to complete any Tax Return with respect to the Transferred Entities for any Pre-Closing Tax Period or Straddle Period in accordance with Section 8.2(b). (b) Each party to this Agreement shall, and shall cause its Affiliates to, provide to the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request in connection with (i) the preparation of the others in filing any Tax Return, amended Tax Return or claim for refund, determining (ii) the determination of a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations (iii) the conduct of any Tax Proceeding, in each case, to the extent relating to the Transferred Entities or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation Business for any Pre-Closing Tax Period or a part of the business acquired from the Company by ParentStraddle Period. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by Tax authorities. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation and its SubsidiariesAuthorities, if any, to) retain all powers of attorney with respect to relevant Taxes or Tax Returns, schedules and work papers, relevant records concerning the ownership and Tax basis of property and other information, which any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its own cost to provide an explanation of any documents or information so provided. Notwithstanding anything to the contrary in their possession relating this Agreement, in no event shall Seller or any of its Affiliates be required to disclose or provide access to any Tax matters Return of a member of the Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes the date of the Effective Time and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Seller Group or any Seller Consolidated Tax Returns and other documents relate, or (b) six (6) years following the due date (without extension) for such Tax ReturnsReturn. Any information obtained under this Section 10.4 8.2(b) shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of a Tax Returns or claims for refund or in conducting an audit or other proceeding; providedthe course of a Tax Proceeding. The parties further agree that the sharing of information and cooperation contemplated by this Section 8.2(b) shall be done in a manner so as not to unreasonably interfere with the conduct of the business of the parties, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing and that any such information on a need-to-know basis may be redacted or held back to the extent sharing such information (i) its advisors and representatives that are subject to confidentiality restrictions would be inconsistent with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and any Law or (ii) those Equityholders that comprise would waive any legal privilege. (c) Purchaser shall, and shall cause its affiliates (including, after the “Advisory Committee” established under Closing, the Equityholders’ Representative’s engagement letterTransferred Entities) to, provided that each take such Equityholder has executed a confidentiality agreement with respect such information in form actions as are reasonably requested by Seller to effect the Seller Tax Election and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and any action contemplated by the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an afterPre-Tax basisClosing Restructuring.

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company Seller and Parent will Buyer shall provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates may reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refundTax Refund, determining a Liability liability for Taxes or a right to a refund of TaxesTax Refund, or participating in or conducting any audit or other proceeding contest in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or (a part of the business acquired from the Company by Parent“Tax Contest”). 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 any Tax authoritiesAuthority. The Equityholders’ Representative and Parent Without limiting the foregoing, Seller shall (and Parent after provide Buyer with a pro forma copy of the Effective Time will cause the Surviving Corporation United States federal income tax return for each of SLD and its Subsidiaries, if any, to) subsidiaries for the taxable year of SLD and each such subsidiary ending on the Closing Date at least 30 days before the due date of the United States federal income tax return of SLD for the taxable year ending at the end of the calendar year in which the Closing occurs. Each party and its Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, Acquired Companies for each Tax period first ending after the taxable period that includes the date of the Effective Time Closing Date and for all prior taxable Tax periods until the later of (ai) the expiration of the statute of limitations of the taxable periods Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six three (63) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 ‎8.4 shall be kept confidential except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for refund Tax Refunds or in conducting an audit a contest or other proceeding; provided, however, as otherwise may be required by Applicable Law or the rules of any stock exchange. The parties shall conduct the foregoing shall so as not prohibit to unreasonably interfere with the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization conduct of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit business of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisparties.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeSeller, the Company Parent and Parent the Purchaser will provide each provide the others other with such cooperation and information as any of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either purchase any of the Surviving Corporation Company or a the Subsidiaries or any part of the business acquired Business from the Company by ParentPurchaser. 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. The Equityholders’ Representative Seller and the Parent shall (make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the Seller and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Surviving Corporation Company and its Subsidiaries, if any, the Subsidiaries for the each taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of (ai) 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, or (bii) six (6) years following the due date (without extension) for such Tax Returns. The Seller, the Parent and the Purchaser agree to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Purchaser and its Subsidiaries or the Seller or the Parent, as the case may be, shall allow the other party to take possession of such books and records. Any information obtained under this Section 10.4 7.06 shall be kept confidential in accordance with Section 5.02 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company TI and Parent will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers (to the extent such documents are not subject to attorney-client or similar privileges) and documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall TI or Parent be required to disclose to the other any information relating to the operations of either, as the case may be, other than information relating to a liability for Taxes of the Company and the Company Subsidiaries. The Equityholders’ Representative TI and Parent shall (make their respective employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. TI and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in their possession relating to Tax matters of the Surviving Corporation Company and the Company Subsidiaries for its Subsidiaries, if any, for the taxable period that includes the date of first ending after the Effective Time and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions (but taking into account any extended statute of limitations applicable to a year in which a net operating loss is reported) except to the extent notified by the other party in writing of such extensions for the respective Tax periods. After such time, before Parent shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by Parent to TI, and TI shall be given an opportunity, at its cost and expense, to remove and retain all or (b) six (6) years following the due date (without extension) for any part of such Tax Returnsbooks and records as TI may select. Any information obtained under this Section 10.4 4(d) shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price proceeding or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisotherwise required by law.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeNot more than sixty (60) days after the receipt of a customary package of Tax information materials from Seller, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company Transferred Entities. Purchaser shall prepare such package completely and Parent will accurately, in good faith and in a manner consistent with Seller's past practice; provided, that the preparation of such Tax information materials shall not unreasonably interfere with the day-to-day responsibilities of Purchaser's employees or the employees of the Transferred Entities; and, provided, further, that Seller shall reimburse Purchaser for Purchaser's reasonable out-of-pocket expenses incurred in providing such Tax information materials, but only to the extent such expenses would not have been incurred but for Purchaser's obligation pursuant to this Section 7.10. In addition, each party hereto shall, and shall cause its Affiliates to, provide to the others with other party hereto such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (a) filing any Tax Return, amended Tax Return or claim for refund, (b) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in or (c) conducting any audit Tax Proceeding or other proceeding in respect (d) determining an allocation of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or between a part of the business acquired from the Company by ParentPre-Closing Period and Post-Closing Period. Such cooperation and information shall include providing reasonably requested powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such party may possess. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time Each party will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ai) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, relate or (bii) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any documents may dispose of them after offering the other party reasonable notice and opportunity to or for the benefit take possession of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or such Tax Returns and other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that documents at such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisother party's own expense.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeAt any --------------------------------------- time and from time to time following the Closing Date, Buyer or Seller shall provide Seller or Buyer, as the Company case may be, their respective accountants and Parent will each provide counsel, during normal business hours, upon reasonable request, reasonable access to such books, records and other data and to the others 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 Business and (ii) with respect to information relating to the Closing Date and periods prior to or following the Closing Date, information and data required by Seller's or Buyer's customary tax and accounting questionnaires, in order to 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 cooperation operations and information 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 which arise in connection with any such request, provided, however, that such investigation shall be upon reasonable -------- ------- notice and shall not unreasonably disrupt the personnel and operations of Seller or the Subsidiaries or the Business and such investigation shall not include access to any item relating to the business of the Seller or any of them reasonably Seller's Affiliates or the Subsidiaries or Buyer, as the case may request of be, other than the others in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentBusiness. Such cooperation and information shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the operations of the Business through the Closing, and providing copies of all relevant Tax Returns or portions thereofReturns, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax authoritiesany Taxing Authority and records concerning the ownership and tax basis of property, which Buyer or Seller may possess. The Equityholders’ Representative Buyer or Seller, as the case may be, shall make its employees and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, records and other facilities available on a mutually convenient basis to provide explanation of any documents in their possession relating or information provided hereunder. Information which is obtained by either party pursuant to Tax matters of the Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes the date of the Effective Time and for all prior taxable periods until the later of this subsection (a) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingby such party; provided, however, however that in the foregoing shall not prohibit event the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company party or any of its Subsidiaries) under Article 9 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 indemnity provisions party with notice of this Agreement and for any misrepresentations the request or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent requirement so that the Laws of other party may attempt, at its own expense, to obtain a particular jurisdiction provide otherwiseprotective 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 case any such payments shall information is to be made in an amount sufficient used and will limit access to indemnify such information to a "needs to know" basis. Neither party may use information obtained from the relevant other party on an after-Tax basispursuant to this subsection to compete with the other party.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeBuyer, the Company and Parent will Seller shall provide each provide the others other with such cooperation and information as any of them such party reasonably may request of the others other in filing any Tax Return, amended Tax Return pursuant to this ARTICLE VI or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting connection with any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentCompany. 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. The Equityholders’ Representative Seller and Parent Buyer shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, Company for the any taxable period that includes beginning before the date of the Effective Time and for all prior taxable periods Closing Date until the later of (a) 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 (b) six (6) years following the due date (without extension) for such discarding any Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary , schedules and work papers, records and other documents in connection with their or its possession relating to Tax matters of any Company for any taxable period beginning before the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; providedClosing Date, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to Seller and Buyer (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, take custody of such materials Seller shall provide or cause to be provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent Buyer and the Equityholders agree to treat all payments made Company prompt written notice of any audit, review, examination, proposed adjustment or any other administrative or judicial proceeding, or receipt by any of them to or for the benefit of the others (including any payments to the Company Seller or any of its SubsidiariesSubsidiaries from a taxing authority of notice of intent to commence any of the foregoing, with respect to Taxes relating to a matter set forth in Section 6.05 of the Disclosure Letter. Seller shall keep Buyer reasonably informed of all material actions taken and other material developments with respect to any such proceeding. In addition, unless and until such time as Seller provides Buyer and the Company with written notice of a proceeding as required by this Section 6.05, an officer of Seller shall provide Buyer with a quarterly written certification, within twenty (20) days following the end of each calendar quarter, confirming that no proceeding requiring notice under Article 9 this Section 6.05 has occurred, provided that, in all events, this obligation shall terminate on the seventh (7th) anniversary of the Closing Date. Seller’s obligations to provide the notices required by the forgoing two sentences are expressly conditioned on the continuing obligation of Buyer and its carrier to maintain the confidentiality of such information. In the event Seller fails to deliver the certification as required by this Section 6.05, Buyer or the Company shall provide written notice of such failure to Seller and if Seller still fails to deliver the certification (or in lieu thereof, written notice of a proceeding, as applicable) as required by this Section 6.05 within ten (10) days following such written notice, then, in addition to other indemnity provisions available remedies at law and in equity, Buyer and/or the Company shall be entitled to seek specific performance of this Agreement Seller’s obligations and for any misrepresentations or breach further to compel Seller to execute IRS Form 8821 in favor of warranties or covenants as adjustments Buyer and specifying Buyer is to receive all notices related to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis2018 tax year.

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company and Parent the Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Company. The Equityholders’ Representative Company and Parent the Purchaser shall (make their employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Company and Parent after the Effective Time Purchaser will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in their possession relating to Tax matters of the Surviving Corporation Company and the Assumed Business for its Subsidiaries, if any, for the taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of of: (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (bii) six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before either the Company or the Purchaser shall dispose of any of such books and records, at least ninety calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; provided, however, that in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. Any information obtained under this Section 10.4 7.03 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than sixty (60) days after the receipt of a request from the Seller, the Company Purchaser shall, and Parent will each shall cause its Affiliates to, provide to the others Seller a package of Tax information materials, including schedules and work papers, requested by the Seller to enable the Seller to prepare and file all Tax Returns required to be prepared and filed by it pursuant to Section 9.03(a). The Purchaser shall prepare such package completely and accurately, in good faith and in a manner consistent with the Seller’s past practice. (b) Each Party shall, and shall cause its Affiliates to, provide to the other Party such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in connection with (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article IX (including, without limitation, determining whether Taxes are Education Business Taxes or Health Care Business Taxes) or a right to a refund of Taxes, participating in Taxes or (iii) preparing for or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. Such cooperation and information shall include providing copies (w) in the case of any Education Entity Return, all relevant portions of such Tax Return and (x) in the case of any Combined Tax Return or a Health Care Entity Education Business Return, pro forma statements setting forth in sufficient detail any information relevant for determining the amount of any Education Business Taxes, if any, shown as due on such Tax Return (which information shall include the relevant data used to create such pro forma statements), in each case together with all relevant portions of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax authorities. The Equityholders’ Representative basis of property and Parent other relevant information, which any such Party may possess; provided, further, that if an indemnification claim for Taxes is made pursuant to Section 9.01 or Section 9.02, the Party making such claim shall provide a copy of (y) in the case of an indemnification claim with respect to Taxes shown on any Education Entity Return, all relevant portions of such Tax Return and Parent after (z) in the Effective Time will cause case of an indemnification claim with respect to Taxes shown on any Combined Tax Return or a Health Care Entity Education Business Return, pro forma statements setting forth in sufficient detail any information relevant for determining the Surviving Corporation and its Subsidiariesamount of any Education Business Taxes, if any, to) shown as due on such Tax Return (which information shall include the relevant data used to create such pro forma statements), in each case together with any accompanying schedules, to the Indemnifying Party. Each Party shall retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters of the Surviving Corporation Education Entities (or with respect to the Transferred Assets, the Assumed Liabilities and its Subsidiaries, if any, the Business) for their respective Tax periods beginning before the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (a1) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or relate and (b2) six seven (67) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of Party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, documents may dispose of them unless the foregoing other Party first provides reasonable notice that it intends to take possession of such Tax Returns and other documents at such other Party’s expense. Each Party shall not prohibit the Equityholders’ Representative from disclosing such information make its employees reasonably available on a need-to-know mutually convenient basis at its cost to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such provide explanation of any documents or information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisso provided.

Cooperation and Exchange of Information. The Equityholders’ Representative, Purchasers and the Company and Parent will Sellers shall provide each provide the others other party with such cooperation and information as any may be reasonably requested with respect to the filing of them reasonably may request of the others in filing any Tax Return, amended Tax Return or claim for refund, determining the determination of a Liability liability for Taxes Taxes, or a right to a refund of Taxes, participating in or conducting the conduct of any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. Such cooperation and information shall include providing copies of all relevant Tax Returns (or portions thereofthe information from such Tax Returns pertaining to the Purchased Assets or the Business), together with accompanying schedules, schedules and related work papers and papers, documents relating to rulings or other determinations by any Taxing Authority, and records concerning the ownership and Tax authoritiesbasis of property, which the Purchasers and the Sellers may possess concerning the Business. Before the filing of any Tax Return (other than income Tax returns) relating to the Business and the Purchased Assets for the taxable year including the Closing Date, the Sellers shall provide the Purchasers with a copy of such Tax Return, work papers and other documentation relevant to the preparation of such Tax Return at least thirty (30) days prior to the last date for timely filing such Tax Return. If the Purchasers agree with the preparation of such Tax Return, the Purchasers shall provide notice of consent, which shall not be unreasonably withheld, no later than fifteen (15) days prior to the last date for timely filing such Tax Return. The Equityholders’ Representative Purchasers and Parent the Sellers shall (make their employees available to each other on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, the Purchasers and Parent after the Effective Time will cause Sellers shall not be required to prepare any documents, or determine any information not then in its possession in response to a request under this Section 5.3. The Purchasers and the Surviving Corporation Sellers shall reimburse each other for any reasonable out-of-pocket costs incurred by the other in providing any Tax Return, document or other written information, and its Subsidiaries, if any, to) shall reimburse the other for any reasonable out-of-pocket expenses upon receipt of reasonable documentation of such costs. The Sellers shall retain without charge to the Purchasers all Tax Returns, schedules and work papers, papers and all material records and or other documents in their possession relating to Tax matters of the Surviving Corporation Business and its Subsidiariesthe Purchased Assets, if any, for the taxable period that includes the date of the Effective Time and for all prior taxable periods until the later of (a) the expiration of the statute period of limitations of time beginning on the taxable periods to which such Tax Returns Closing Date and other documents relate, or ending within seven (b) six (67) years following the due date (without extension) for such Tax Returnshereof. Any information obtained under this Section 10.4 5.3 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an any audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeParent, CS and the Company and Parent Beverage Companies will provide each provide the others other with such cooperation and information as any of them reasonably may request of the others another in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. Such cooperation and information shall include the preparation of tax packages for Parent in substantially the same form and at the same time in which such information customarily was provided to Parent in previous Tax periods and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents comments relating to rulings or other determinations by Tax authorities. The Equityholders’ Representative and Parent Each such party shall (and Parent after make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Subject to the Effective Time preceding sentence, each party required to file Tax Returns pursuant to this Agreement shall bear all costs of filing such Tax Returns. Each such party will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in their possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, Beverage Companies for their Tax period first ending after the taxable period that includes the date of the Effective Time Closing Date and for all prior taxable Tax periods until the later of (a) the expiration of the statute of limitations of the taxable Tax periods to which such Tax Returns and other documents relate, or (b) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 8.5 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis . CS further agrees to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect theretocomply, and (ii) those Equityholders that comprise to cause the “Advisory Committee” established under Beverage Companies to comply, with the Equityholders’ Representative’s engagement letterterms of IRS record retention requirements, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments record retention agreement entered into between the IRS and Parent previously furnished to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisCS.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Torch shall, the Company and Parent will shall cause its Subsidiaries to, and United shall, and shall cause its Subsidiaries to, provide to each provide the others with other such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability for Taxes or a right to a refund of Taxes (iii) preparing any financial statement in relation to Taxes, participating in or (iv) conducting any audit Tax Proceeding or (v) determining whether the other proceeding Party has complied with the covenants and obligations set forth in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by Parentthis Article VI. Such cooperation and information shall include providing include, without limitation, providing, at the requesting Party’s expense, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, to the extent in the possession of any such Party. The Equityholders’ Representative and Parent Each Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, tob) United shall retain all Tax Returns, schedules and work papers, and all material records and other Tax documents in their possession relating to Pre-Closing Tax matters Periods of the Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes the date of the Effective Time and for all prior taxable periods any ContentCo Entity until the later of (ax) the expiration of the applicable statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or relate and (by) six seven (67) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as Thereafter, United may be otherwise necessary in connection with the filing dispose of them after offering Torch reasonable notice and opportunity to take possession of such Tax Returns or claims for refund or in conducting an audit or and other proceeding; documents (provided, howeverthat any such notice must in any event be made in writing at least sixty (60) days prior to such disposition). (c) Notwithstanding anything to the contrary in this Agreement, access to and the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-retention of all Tax Returns, work papers and other documents and records relating to-know basis to (i) its advisors , and representatives that are subject to confidentiality restrictions cooperation and procedures with respect to, Tax matters with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments ContentCo Group shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisgoverned exclusively by this Article VI.

Cooperation and Exchange of Information. The Equityholders’ Representative, Seller and the Company and Parent Purchaser will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, Taxes or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers and documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. The Equityholders’ Representative Seller and Parent the Purchaser shall (make their employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Seller and Parent after the Effective Time Purchaser will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, papers and all material records and or other documents in their possession relating to Tax matters of the Surviving Corporation Company and the Assumed Business for its Subsidiaries, if any, for the taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of of: (ai) the expiration of the statute of limitations of the taxable periods to which such Tax Returns returns and other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (bii) six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before either the Seller or the Purchaser shall dispose of any of such books and records, at least ninety (90) calendar days prior written notice to such effect shall be given to the other party, and such other party shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as such party may select; PROVIDED, HOWEVER, that in no event shall either party be required to disclose to the other party any information relating to its operations other than the Assumed Business. Any information obtained under this Section 10.4 7.06 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeUpon the terms set forth in this Section 8.05, OneBeacon, on the Company one hand, and Parent will Liberty and its Affiliates, on the other hand, shall provide and OneBeacon shall cause the OneBeacon Subsidiaries to provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing reasonably requested information to parties subsequently desiring to acquire either of the Surviving Corporation purchase all or a part of the business acquired Business and the Transferred Assets from the Company by ParentLiberty and its Affiliates. 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. The Equityholders’ Representative and Parent OneBeacon shall make (and Parent after the Effective Time will shall cause the Surviving Corporation OneBeacon Subsidiaries to make) its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the OneBeacon Subsidiaries and OneBeacon, and Liberty and its Subsidiaries, if any, toAffiliates shall retain (or cause to be retained) retain all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Surviving Corporation OneBeacon Subsidiaries and its SubsidiariesOneBeacon, if anythe Business, and any of the Transferred Assets for the each taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of (ai) 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 parties in writing of such extensions for the respective taxable periods, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 8.05 shall be kept confidential in accordance with Section 5.03 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company WXXXX and Parent will STRATTEC shall provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax Return, amended Tax Return pursuant to this ARTICLE 4 or claim for refund, determining a Liability for Taxes or a right to a refund of Taxes, participating in or conducting connection with any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of SPA Parties with respect to any taxable period beginning before the business acquired from the Company by ParentClosing Date. 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. The Equityholders’ Representative Each of WXXXX and Parent STRATTEC shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, SPA Parties for the any taxable period that includes beginning before the date of the Effective Time and for all prior taxable periods Closing Date until the later of (a) 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 taxable periods. Prior to transferring, destroying or (b) six (6) years following the due date (without extension) for such discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the SPA Parties for any taxable period beginning before the Closing Date, WXXXX and STRATTEC (as the case may be) shall provide the other party with IF " DOCVARIABLE "SWDocIDLocation" Error! No document variable supplied." = "1" " DOCPROPERTY "SWDocID" DM_DE 16067734-12.098505.0013" "" reasonable written notice and offer the other party the opportunity to take custody of such materials. Any information obtained under this Section 10.4 4.04 shall be kept confidential confidential, except (i) as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting or defending an audit audit, examination, litigation or other proceeding; providedAction, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise with the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit consent of the others Parties, as the case may be or (including iii) as required by applicable Law. Notwithstanding the above, WXXXX and STRATTEC, as applicable, shall not be required under this Section 4.04 or any payments other provision of this SPA Membership Interest Purchase Agreement (x) to the Company provide to other Parties any Tax Return of WXXXX or any of its SubsidiariesAffiliates, or of STRATTEC or any of its Affiliates, respectively (in each case, other than the SPA Parties of which they may be in possession) and (y) neither STRATTEC nor WXXXX shall be required under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments Section 4.04 to provide to the purchase price or as capital contributions for Tax purposes and other party any information that is privileged if the disclosure of such treatment shall govern for purposes hereof except information is reasonably expected to result in the extent that the Laws loss of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisprivilege.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeNot more than sixty (60) days after the receipt of a reasonable written request from Seller for a customary package of Tax information materials, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, reasonably required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company Transferred Entities. Purchaser shall prepare such package completely and Parent will each accurately, in good faith and in a manner consistent with Seller’s past practice. Each party to this Agreement shall, and shall cause its Affiliates to, provide to the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in or (iii) conducting any audit Tax Proceeding or other proceeding in respect (iv) determining an allocation of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or between a part of the business acquired from the Company by ParentPre-Closing Period and Post-Closing Period. Such cooperation and information shall include providing reasonably requested powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such party may possess. The Equityholders’ Representative and Parent Each party shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, relate or (by) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, documents may dispose of them after offering the foregoing other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense. Each party shall not prohibit the Equityholders’ Representative from disclosing such information make its employees reasonably available on a need-to-know mutually convenient basis at its cost to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such provide explanation of any documents or information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisso provided.

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company (a) Seller and Parent will Buyer shall provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates may reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a Liability liability for Taxes or a right to a refund of TaxesTax refund, or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. 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. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation Each party and its Subsidiaries, if any, to) Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, Transferred Companies for each Tax period first ending after the taxable period that includes the date of the Effective Time Closing Date and for all prior taxable Tax periods until the later of (ai) the expiration of the statute of limitations of the taxable periods Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six (6) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 8.3 shall be kept confidential except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for refund Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. (b) Within 30 days after the Closing Date, Seller shall deliver to Buyer a schedule (the “Tax Attribute Schedule”) setting forth Seller’s estimate of the Tax Attributes of the Transferred Companies, along with supporting documentation reasonably necessary to verify the calculation of the Tax Attributes on such schedule (the “Attribute Supporting Documentation”). Seller shall deliver to Buyer an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors updated Tax Attribute Schedule and representatives that are subject to confidentiality restrictions with respect to such information that are Attribute Supporting Documentation at least as restrictive as quarterly. Within 30 days after filing the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or U.S. federal consolidated income tax return for the benefit consolidated group of which Seller is a member for the others (including any payments consolidated tax return year that includes the Closing Date, Seller shall deliver to Buyer a final Tax Attribute Schedule and Attribute Supporting Documentation. For the Company or any avoidance of doubt, nothing in this Section 8.3(b) shall require Seller to provide Buyer with its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisU.S. federal consolidated income tax returns.

Cooperation and Exchange of Information. The Equityholders(a) Not more than sixty (60) days after the receipt of a reasonable request from Sellers, Purchaser shall, and shall cause its Affiliates to, provide to Sellers Tax materials related to the Transferred Group, including schedules and work papers, requested by Sellers to enable Sellers to prepare and file all Tax Returns required to be prepared and filed by Sellers with respect to the Transferred Group. Purchaser shall prepare such package completely and accurately, in good faith and in a manner consistent with Sellers’ Representativepast practice. (b) Each Party shall, and shall cause its Affiliates to, provide to the Company and Parent will each provide the others with other Party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refundrefund related to the Transferred Group, (ii) determining a Liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in or (iii) conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such Party may possess. The Equityholders’ Representative and Parent Each Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, toc) Each Party shall retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, Transferred Group for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ai) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, relate or (bii) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of Party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any documents may dispose of them after offering the other Party reasonable notice and opportunity to or for the benefit take possession of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or such Tax Returns and other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that documents at such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisother Party’s own expense.

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company Seller and Parent will Purchaser shall provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates may reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a Liability liability for Taxes or a right to a refund of TaxesTax refund, or participating in or conducting any audit or other proceeding contest in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or (a part of the business acquired from the Company by Parent“Tax Contest”). 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 authoritiesAuthorities. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation Each party and its Subsidiaries, if any, to) Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, Business for each Tax period first ending after the taxable period that includes the date of the Effective Time Closing Date and for all prior taxable Tax periods until the later of (ai) the expiration of the statute of limitations of the taxable periods Tax period to which such Tax Returns and other documents relate, or without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, and (bii) six (6) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 7.03 shall be kept confidential except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for refund Tax refunds or in conducting an audit a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. Seller shall promptly notify Purchaser if, as a result of the amendment of any Tax Return, any claim or assessment by any Tax authority or any other proceeding; provided, howevercause, the foregoing shall not prohibit Tax reserves in respect of the Equityholders’ Representative from disclosing such information on a need-to-know basis Ceded Insurance Contracts no longer accurately reflect the reserves maintained by Seller, the Ceding Company of any of its Affiliates as of the Closing Date (immediately prior to (ithe Closing) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect theretoCeded Insurance Contracts, and (ii) those Equityholders that comprise shall provide Purchaser updated information of such reserves. Upon receipt of such information, Purchaser shall provide Seller with a revised Purchase Price allocation in accordance with the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parentprinciples of Section 7.01. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisSection 7.04.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeUpon the terms set forth in SECTIONs 5.04 and 5.08, the Company Seller and Parent the Purchaser will each (and Purchaser will cause the Seller Subsidiaries to) provide the others other with such cooperation and information as any of them they reasonably may request of the others in filing any Tax Return, amended Tax Return return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTaxes. 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. The Equityholders’ Representative Seller and Parent Purchaser shall (and Parent after the Effective Time will Purchaser shall cause the Surviving Corporation and Seller Subsidiaries to) make its Subsidiaries, respective employees (if any, ) available on a basis mutually convenient to provide explanations of any documents or information provided hereunder. Each of the Seller and the Purchaser shall (and Purchaser shall cause the Seller Subsidiaries to) retain all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Surviving Corporation Seller and its Subsidiaries, if any, the Seller Subsidiaries for the each taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of (ai) 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 or (bii) six (6) years following the due date (without extension) for such Tax Returns. Before Purchaser or the Seller Subsidiaries shall dispose of any of such books and records, at least ninety (90) calendar days' prior written notice to such effect shall be given by Purchaser to the Seller, and the Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as the Seller may select. Any information obtained under this Section 10.4 SECTION 6.08 shall be kept confidential in accordance with SECTION 5.09 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basis.

Cooperation and Exchange of Information. The Equityholders’ Representative, the Company (a) Seller and Parent will Buyer shall provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates may reasonably may request of the others other in filing any Tax Return, amended Tax Return or claim for Tax refund, determining a Liability liability for Taxes or a right to a refund of TaxesTax refund, or participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. 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. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation Each party and its Subsidiaries, if any, to) Affiliates shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, Transferred Companies for each Tax period first ending after the taxable period that includes the date of the Effective Time Closing Date and for all prior taxable Tax periods until the later of (ai) the expiration of the statute of limitations of the taxable periods Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (bii) six (6) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 8.3 shall be kept confidential except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for refund Tax refunds or in conducting a contest or as otherwise may be required by Applicable Law or the rules of any stock exchange. (b) Within 30 days after the Closing Date, Seller shall deliver to Buyer a schedule (the “Tax Attribute Schedule”) setting forth Seller's estimate of the Tax Attributes of the Transferred Companies, along with supporting documentation reasonably necessary to verify the calculation of the Tax Attributes on such schedule (the “Attribute Supporting Documentation”). Seller shall deliver to Buyer an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors updated Tax Attribute Schedule and representatives that are subject to confidentiality restrictions with respect to such information that are Attribute Supporting Documentation at least as restrictive as quarterly. Within 30 days after filing the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or U.S. federal consolidated income tax return for the benefit consolidated group of which Seller is a member for the others (including any payments consolidated tax return year that includes the Closing Date, Seller shall deliver to Buyer a final Tax Attribute Schedule and Attribute Supporting Documentation. For the Company or any avoidance of doubt, nothing in this Section 8.3(b) shall require Seller to provide Buyer with its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisU.S. federal consolidated income tax returns.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeNotwithstanding the provisions in Section 5.04, upon the terms set forth in this Section 7.05, ABB, on the one hand, and Purchaser, the Company OGP Purchasers and Parent the OGP Subsidiaries, on the other hand, will provide each provide the others other with such cooperation and information as any either of them reasonably may request of the others other in filing any Tax ReturnReturn (including procuring necessary signatures of relevant officers for Tax Returns), amended Tax Return or claim for refund, determining a Liability liability for Taxes or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either purchase any of the Surviving Corporation OGP Subsidiaries or a any part of the business acquired OGP Business from the Company by ParentPurchaser or an OGP Purchaser. 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. The Equityholders’ Representative ABB, on the one hand, and Parent shall (Purchaser, the OGP Purchasers and Parent after the Effective Time will cause the Surviving Corporation and its OGP Subsidiaries, if anyon the other hand, to) shall make their respective employees and the employees of their respective Affiliates or Purchaser Affiliates, as applicable, available on a basis mutually convenient to the parties to provide explanations of any documents or information provided hereunder. Each of ABB, Purchaser, the OGP Purchasers and the OGP Subsidiaries shall retain all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Surviving Corporation OGP Subsidiaries and its Subsidiaries, if any, the OGP Business for the each taxable period that includes first ending after the date of the Effective Time Closing Date and for all prior taxable periods until the later of (ai) the expiration of the statute period of limitations for the assessment of Taxes applicable to the relevant 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, or (bii) six (6) eight years following the due date (without extension) for such Tax Returns; provided, however, that a party shall not dispose of any such materials if, at least 90 Business Days before the later of the end of either of the periods described in clause (i) or (ii), the other party has notified the disposing party of its desire to review such material, in which case such other party shall be given an opportunity, at its expense, to remove and retain all or any part of such materials. Any information obtained under this Section 10.4 7.05 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information proceeding or participating in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisContest.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than fifteen (15) days after the receipt of a request from Seller and each Equity Selling Entity, Purchaser shall, and shall cause its Affiliates to, provide to such requesting Party a package of Tax information materials, including schedules and work papers, requested by Seller and each Equity Selling Entity to enable Seller and each Equity Selling Entity, to review or to prepare and file all Tax Returns required to be prepared by it with respect to the Company Acquired Group Companies or the Transferred Assets. Purchaser shall prepare such package completely and Parent will each provide the others accurately, in good faith and in a manner consistent with such cooperation Seller’s and each Equity Selling Entity’s past practice. (b) Each Party shall, and shall cause its Affiliates to, provide to the other Party to this Agreement such cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or Article X or a right to a refund of Taxes, participating in or (iii) conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by Tax authoritiesAuthorities, and relevant records concerning the ownership and Tax basis of property and other information, which any such Party may possess. The Equityholders’ Representative and Parent Each Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, toc) Each Party shall use reasonable best efforts retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its SubsidiariesAcquired Group Companies, if any, the Business or the Transferred Assets for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (a) the expiration of the statute of limitations of for the taxable Tax periods to which the Tax Returns and other documents relate. Thereafter, the Party holding such Tax Returns or other documents may dispose of them after offering the other Party reasonable notice and opportunity to take possession of such Tax Returns and other documents relate, or (b) six (6) years following the due date (without extension) for at such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ RepresentativeParty’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisown expense.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Each party to this Agreement shall, and shall cause its Affiliates to, provide to the Company and Parent will each provide the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in connection with (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability for Taxes or a right to a refund of Taxes, participating in or (iii) conducting any audit Tax Proceeding or other proceeding in respect (iv) the Pre-Closing Restructuring. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of Taxes any documents or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by Parent. Such cooperation and information so provided. (b) Each party 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. The Equityholders’ Representative and Parent shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities or assets for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims other documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense. (A) Purchaser shall be responsible for the preparation and filing of any Tax Return required to be filed by a Transferred Entity after the Closing (and any Tax Return claiming any refund permitted to be claimed by a Transferred Entity, but not any Parent Tax Return). In the case of any such Tax Return for a taxable period ending on or before the Closing Date, for any taxable period that begins on or before the Closing Date and ends after the Closing Date or that would reflect any Taxes for which Parent is reasonably expected to be responsible pursuant to Section 10.2 or Pre-Closing Income Taxes which would be taken into account in conducting an audit the determination of Indebtedness on the Final Closing Statement or other proceeding; providedany refunds (or reductions in Tax or credits) to which Parent is entitled hereunder, howeverPurchaser shall deliver such Tax Return to Parent for its review and comment no later than thirty (30) days prior to the due date therefor (taking into account extensions) (or, in the foregoing case of any Tax Return due less than thirty (30) days following the Closing Date, as soon as reasonably practicable following the Closing Date), and Purchaser shall not prohibit the Equityholders’ Representative consider in good faith any reasonable comments received from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions Parent with respect to such information Tax Return and shall not unreasonably reject any such comments received from Parent; provided, that are at least as restrictive as the confidentiality restrictions applicable if Purchaser does not agree with any comments received from Parent with respect to such Tax Return, it shall so inform Parent in writing, and any disputes relating to such Tax Return that remain may be submitted by a party to the Equityholders’ Representative Independent Accounting Firm in substantial accordance with respect theretothe procedures set forth in Section 2.6(c) and Section 2.6(d) for resolution, consistent with the terms of this Agreement (such resolution to occur prior to the date of filing of such Tax Return if reasonably practicable), and the Independent Accounting Firm’s decision shall be conclusive and binding on the parties. (B) Parent shall be entitled to, and Purchaser shall pay over to Parent, any refunds (or reductions in Tax or credits in lieu of a refund) (i) of Tax of any Transferred Entity relating to any Retained Business, (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to Pre-Closing Income Taxes or for the benefit of the others (including any payments other Taxes to the Company extent such Pre-Closing Income Taxes or other Taxes were taken into account in the determination of Indebtedness or Working Capital, respectively, on the Final Closing Statement as a liability (thereby increasing Indebtedness or decreasing Working Capital, as applicable) and (iii) of Taxes reportable on a Parent Tax Return and of any Parent Taxes or Taxes described in Section 2.9; provided, that any such refunds (or reductions in Tax or credits in lieu of a refund) of Taxes payable to Parent by Purchaser or any of its SubsidiariesAffiliates shall be net of any costs incurred by Purchaser and its Affiliates in obtaining such refunds (or reductions in Tax or credits in lieu of a refund) and any Taxes imposed thereon. Parent shall pay over to Purchaser the amount of any refunds (or reductions in Tax or credits in lieu of a refund) of Taxes taken into account in the determination of Indebtedness or Working Capital, respectively, on the Final Closing Statement as an asset (thereby reducing Indebtedness or increasing Working Capital, as applicable, it being agreed and understood that a refund, reduction in Tax or credit in lieu of a refund shall not be considered to have reduced Indebtedness if Indebtedness would have been zero with or without such refund, reduction in Tax or credit) to the extent the amount of such refunds (or reductions in Tax or credits in lieu of a refund) received by Purchaser or its Affiliates (it being agreed and understood that the first refunds, reductions in Tax and credits in lieu of a refund received by Purchaser or its Affiliates after the Closing shall be considered to be the refunds, reductions in Tax or credits taken into account in the determination of Indebtedness or Working Capital) with respect to the taxable year ending on or before the one year anniversary of the Closing (or the immediately following taxable year) is less than the amount of such refunds (or reductions in Tax or credits in lieu of a refund) taken into account in the determination of Indebtedness or Working Capital, respectively, on the Final Closing Statement. Purchaser shall pay to Parent any amount due under Article 9 or this Section 7.3(c)(B) with respect to a refund of Taxes within five (5) Business Days of receiving the applicable Tax refund. Parent and Purchaser, as applicable, shall pay any other indemnity amount due under this Section 7.3(c)(B) within five (5) Business Days of filing the applicable Tax Return (but no earlier than the date that the relevant amount may be determined under the above provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments Section 7.3(c)(B)). (d) Notwithstanding anything to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwisecontrary in this Agreement, in which case no event shall Parent or any Seller be required to provide any Person with any Tax Return or copy of any Tax Return of (i) Parent or any member of the Parent Group or (ii) any affiliated, consolidated, combined, unitary, aggregate or similar group that includes Parent or any member of the Parent Group (a “Parent Tax Group”, and such payments shall be made a Tax Return described in an amount sufficient to indemnify the relevant party on an after-clause (i) or (ii), a “Parent Tax basisReturn”).

Cooperation and Exchange of Information. The Equityholders’ RepresentativeNot more than sixty (60) days after the receipt of a customary package of Tax information materials requests from Seller, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, requested by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company Company. Purchaser shall prepare such package completely and Parent will each accurately, in good faith and in a manner consistent with Seller’s past practice. Each party to this Agreement shall, and shall cause its Affiliates to, provide to the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refundrefund (including those Tax Returns required to be prepared and filed by Seller under Section 9.5(a)), (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article IX or a right to a refund of Taxes, participating in or (iii) conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such party may possess. The Equityholders’ Representative and Parent Each party shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six (6) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, documents may dispose of them after offering the foregoing other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense. Each party shall not prohibit the Equityholders’ Representative from disclosing such information make its employees reasonably available on a need-to-know mutually convenient basis at its cost to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such provide explanation of any documents or information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisso provided.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than sixty (60) days after the receipt of a request from Parent, Purchaser shall, and shall cause its Affiliates to, provide to Parent a package of Tax information materials, including schedules and work papers, reasonably requested by Parent to enable Parent to prepare and file all Tax Returns required to be prepared and filed by it with respect to any member of the Company Education Group. Purchaser shall prepare such package completely and Parent will each accurately, in good faith and in a manner reasonably consistent with past practice of Sellers and the relevant member of the Education Group. (b) Each Party shall, and shall cause its Affiliates to, provide to the others with other Party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in or (iii) conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by ParentTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such Party may possess. The Equityholders’ Representative and Parent Each Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided. (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, toc) Each Party shall retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of Party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any documents may dispose of them after offering the other Party reasonable notice and opportunity to or for the benefit take possession of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or such Tax Returns and other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that documents at such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisother Party’s own expense.

Cooperation and Exchange of Information. The Equityholders’ RepresentativeNot more than sixty (60) days after the receipt of a reasonable written request from Seller for a customary package of Tax information materials, Purchaser shall, and shall cause its Affiliates to, provide to Seller a package of Tax information materials, including schedules and work papers, reasonably required by Seller to enable Seller to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Company Transferred Entities. Purchaser shall prepare such package in a manner consistent with Seller’s past practice. Each Party to this Agreement shall, and Parent will each shall cause its Affiliates to, provide to the others with other Party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (a) filing any Tax Return, amended Tax Return or claim for refund, ; (b) determining a Liability for Taxes or an indemnity obligation under this Article VII or a right to a refund or credit of Taxes, participating in or ; (c) conducting any audit Tax Proceeding; or other proceeding in respect (d) determining an allocation of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or between a part of the business acquired from the Company by ParentPre-Closing Tax Period and Post-Closing Period. Such cooperation and information shall include providing reasonably requested powers of attorney and copies of all relevant Tax Returns or portions thereof, together with accompanying and other relevant schedules, related work papers papers, records and documents relating to rulings or other determinations by Tax authoritiesdocuments. The Equityholders’ Representative and Parent Each Party shall (and Parent after the Effective Time will shall cause the Surviving Corporation and its Subsidiaries, if any, Affiliates to) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters of the Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes the date of the Effective Time and for all prior taxable periods Transferred Entities with respect to any Pre-Closing Tax Period until the later of (ai) the expiration of the relevant statute of limitations of the taxable periods to which such Tax Returns and other documents relate, or (bii) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Thereafter, a Party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; provided, however, documents may dispose of them after offering the foregoing other Party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other Party’s own expense. Each Party shall not prohibit the Equityholders’ Representative from disclosing such information make its employees reasonably available on a need-to-know mutually convenient basis at its cost to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such provide explanation of any documents or information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall be made in an amount sufficient to indemnify the relevant party on an after-Tax basisso provided.

Cooperation and Exchange of Information. The Equityholders’ Representative(a) Not more than sixty (60) days after the receipt of a request from Parent, Purchaser shall, and shall cause its Affiliates to, provide to Parent a package of Tax information materials, including schedules and work papers, requested by Parent to enable Parent to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Transferred Companies. Purchaser shall prepare such package completely and accurately, in good faith and in a manner consistent with Parent’s past practice. In the event of any conflict between this Section 7.8(a) and Section 7.5, the Company provisions of Section 7.5 shall govern. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be required to provide any copies of its consolidated, combined, affiliated or unitary Tax Returns under this Section 7.8 or any other provisions of this Agreement. (b) Each party to this Agreement shall, and Parent will each shall cause its Affiliates to, provide to the others with other party to this Agreement such cooperation cooperation, documentation and information as any either of them reasonably may request of the others in (i) filing any Tax Return, amended Tax Return or claim for refund, (ii) determining a Liability liability for Taxes or an indemnity obligation under this Article VII or a right to a refund of Taxes, participating in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to acquire either of the Surviving Corporation or a part of the business acquired from the Company by Parent(iii) conducting any Tax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofReturns, together with all relevant portions of relevant accompanying schedulesschedules and relevant work papers, related work papers and relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax authoritiesbasis of property and other information, which any such party may possess. The Equityholders’ Representative and Parent Each party shall, subject to applicable Law, make its employees reasonably available, during normal business hours, upon reasonable notice, on a mutually convenient basis, to provide an explanation of any documents or information so provided. (c) Each party shall (and Parent after the Effective Time will cause the Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, and all material records and other documents in their possession relating to Tax matters matters, of the Surviving Corporation and its Subsidiaries, if any, relevant entities for their respective Tax periods ending on or prior to the taxable period that includes the date of the Effective Time and for all prior taxable periods Closing Date until the later of (ax) the expiration of the statute of limitations of for the taxable Tax periods to which such the Tax Returns and other documents relate, or (by) six eight (6) 8) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 10.4 shall be kept confidential except as may be otherwise necessary in connection with Thereafter, the filing of party holding such Tax Returns or claims for refund or in conducting an audit or other proceeding; documents may dispose of them after offering the other party reasonable notice and opportunity to take possession of such Tax Returns and other documents at such other party’s own expense (provided, however, the foregoing shall not prohibit the Equityholders’ Representative from disclosing that any such information on a need-to-know basis to (i) its advisors and representatives that are subject to confidentiality restrictions with respect to such information that are at least as restrictive as the confidentiality restrictions applicable to the Equityholders’ Representative with respect thereto, and (ii) those Equityholders that comprise the “Advisory Committee” established under the Equityholders’ Representative’s engagement letter, provided that each such Equityholder has executed a confidentiality agreement with respect such information notice must in form and substance reasonably satisfactory to Parent. Characterization of Payments. Parent and the Equityholders agree to treat all payments made by any of them to or for the benefit of the others (including any payments to the Company or any of its Subsidiaries) under Article 9 or other indemnity provisions of this Agreement and for any misrepresentations or breach of warranties or covenants as adjustments to the purchase price or as capital contributions for Tax purposes and that such treatment shall govern for purposes hereof except to the extent that the Laws of a particular jurisdiction provide otherwise, in which case such payments shall event be made in an amount sufficient writing at least sixty (60) days prior to indemnify the relevant party on an after-Tax basissuch disposition).