Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. The Parties shall 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 purchase GSRP or a part of the Business acquired from the GSAM Entities. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities and GSRP shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, for the taxable period that includes the 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, or (b) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Seller and Buyer will 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 purchase GSRP either of the Company or a part of the Business business acquired from the GSAM EntitiesCompany by Buyer. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller and GSRP Buyer shall (and GSRP Buyer after the Closing Date will cause the GSRP Entities Company and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRPthe Company and its Subsidiaries, if any, for the taxable period that includes first ending after the 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, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Sellers and 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 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 purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns of the SMR Companies or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities and GSRP No amended Tax Return shall (and GSRP after be filed for an SMR Company for any taxable period ending on or before the Closing will cause Date without the GSRP Entities to) prior written consent of the Sellers (which consent, in the case of an amended Tax Return of FSI or its Subsidiary, shall not to be unreasonably withheld). The Purchaser shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents ("Tax Materials") in their its or any of the SMR Companies' possession relating to Tax matters of GSRP, if any, the SMR Companies for the each taxable period that includes first ending after the 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, or (bii) six (6) 6 years following the due date (without extension) for such Tax Returns, or (iii) the completion of all Legal Proceedings (if any) relating to any such Tax Return. The provisions of Section 10.3 shall apply to the Tax Materials in the possession of the SMR Companies or the Purchaser. Any information obtained under this Section 9.03 13.3 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Buyers and Seller shall, and shall cause their respective Affiliates to, provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates 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, determining the amount of any loss or credit attributable to any of the Companies or their Subsidiaries, or participating in or conducting any audit Tax audit, examination, assessment or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities(“Tax Contest”). Such cooperation and information shall include but is not limited include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP 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 Buyers and GSRP after the Closing will Seller shall, and shall cause the GSRP Entities its respective Affiliates to) , retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and their Subsidiaries for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable periods years until the later of (ai) the expiration of the statute of limitations of the taxable periods years to which such Tax Returns and other documents relate, without regard to extension 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 9.03 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by Law, regulation, or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties Buyers and Seller shall, and shall cause their respective Affiliates to, provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates 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, determining the amount of any loss or credit attributable to any of the Companies or their Subsidiaries, or participating in or conducting any audit Tax audit, examination, assessment or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities(‘‘Tax Contest’’). Such cooperation and information shall include but is not limited include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP 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 Buyers and GSRP after the Closing will Seller shall, and shall cause the GSRP Entities its respective Affiliates to) , retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and their Subsidiaries for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable periods years until the later of (ai) the expiration of the statute of limitations of the taxable periods years to which such Tax Returns and other documents relate, without regard to extension 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 9.03 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by Law, regulation, or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties shall Sellers and 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 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 purchase GSRP the Company or a any of their Assets or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Sellers shall be available (or shall cause their appropriate agents or representatives to be available) on a basis mutually convenient to all parties to provide explanations of any documents or information provided hereunder. Each of Sellers and GSRP Purchaser shall (and GSRP after the Closing will shall cause the GSRP Entities their appropriate agents and representatives to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, the Company for the each taxable period that includes first ending after the 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) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 9.05 shall be kept confidential in accordance with Section 13.05, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Seller, the Purchaser and the Publishing Subsidiaries 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 purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited the preparation of tax packages for the Seller in substantially the same form and at the same time in which such information customarily was provided to the Seller in previous Tax periods and providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities and GSRP Each such party shall (and GSRP after make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Subject to the Closing 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 GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Publishing Subsidiaries for the taxable their Tax period that includes first ending after the 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, without regard to extensions except to the extent notified by another 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. Any information obtained under this Section 9.03 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit or other Tax proceeding.Tax

Cooperation and Exchange of Information. (a) Each party to this Agreement agrees that not more than sixty (60) days after the receipt of a request from another party hereto, such party shall, and shall cause its Affiliates to, provide to the requesting party a package of Tax information materials, including schedules and work papers, requested by the requesting party to enable the requesting party to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Transferred Entities. The Parties party providing such information shall each 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 a right to a refund of Taxes, participating in or (iii) conducting any audit Tax Proceeding, or (iv) engaging in Tax planning or structuring after the Closing in connection with the Transferred Entities, the Business or the transactions contemplated by this Agreement, including planning, structuring or other proceeding in respect of actions intended to minimize Taxes or making representations relating to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM EntitiesPre-Closing Restructuring. Such cooperation and information shall include but is not limited to providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns or portions thereofCombined Tax Returns, together with all relevant portions of relevant accompanying schedules, related schedules and relevant work papers, opinions, memorandums, analyses, records and other 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 GSAM Entities and GSRP 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 GSRP after the Closing will cause the GSRP Entities toc) Each party shall retain all Tax Returns (including but not limited to Combined Tax Returns), schedules and work papers, opinions, memorandums, analyses, and all material records and other documents in their possession relating to Tax matters matters, of GSRP, if any, the relevant entities for the taxable period that includes their respective Tax periods ending on or prior to the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of for the taxable Tax periods to which such the 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 9.03 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Stockholder and Buyer 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, 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 purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax tax authorities. The GSAM Entities Buyer and GSRP Stockholder shall (make their respective employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder. Each of the Stockholder and GSRP after the Closing will cause the GSRP Entities to) Buyer shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax tax matters of GSRP, if any, the Company and the business and assets of the Company for the each taxable period that includes first ending after the 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. Any information obtained under this Section 9.03 8.8 shall be kept confidential in accordance with the provisions of this Agreement except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Sellers and 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 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 purchase GSRP the Company or a any of their Assets or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Sellers shall be available (or shall cause their appropriate agents or representatives to be available) on a basis mutually convenient to all parties to provide explanations of any documents or information provided hereunder. Each of Sellers and GSRP Purchaser shall (and GSRP after the Closing will shall cause the GSRP Entities their appropriate agents and representatives to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, the Company for the each taxable period that includes first ending after the 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) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 SECTION 9.06 shall be kept confidential in accordance with SECTION 13.05, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties parties 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 Returntax return, amended Tax Return return or claim for refund, determining a Liability liability for Taxes taxes or a right to a refund of Taxestaxes, participating or in or conducting any audit or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entitiestaxes. Such cooperation and information shall include but is not limited to providing copies of all relevant Tax Returns or portions thereofof tax returns relating to VESTA COUNTY MUTUAL, together with accompanying schedulesschedules and related workpapers, related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax authoritiestaxing authorities and records concerning the ownership and tax basis of property, which either party may possess. The GSAM Entities and GSRP Each party shall (and GSRP after make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. Notwithstanding the Closing foregoing, neither party shall be required unreasonably to prepare any document, or determine any information not then in its possession, in response to a request under this section. Except as otherwise provided in this AGREEMENT, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information. Each party will cause the GSRP Entities to) retain all Tax Returnstax returns, schedules and work papersworkpapers, opinions, memorandums, analyses, and all material records and or other documents in their possession relating to Tax matters of GSRPthereto, if any, for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of (including extensions) for the taxable periods years to which such Tax Returns returns and other documents relaterelate and, or (b) six (6) unless such returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years following the due date (without extension) for such Tax Returnsunder this AGREEMENT. Any information obtained under this Section 9.03 section shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax any audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Buyers and Seller shall, and shall cause their respective Affiliates to, provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates 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, determining the amount of any loss or credit attributable to any of the Companies or their Subsidiaries, or participating in or conducting any audit Tax audit, examination, assessment or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities(''Tax Contest’’). Such cooperation and information shall include but is not limited include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP 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 Buyers and GSRP after the Closing will Seller shall, and shall cause the GSRP Entities its respective Affiliates to) , retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and their Subsidiaries for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable periods years until the later of (ai) the expiration of the statute of limitations of the taxable periods years to which such Tax Returns and other documents relate, without regard to extension 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 9.03 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by Law, regulation, or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties shall 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 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 purchase GSRP either of the Company or its Subsidiaries or a part of the Business acquired business from the GSAM EntitiesParent. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Equityholders’ Representative and GSRP Parent shall (and GSRP Parent after the Closing Effective Time will cause the GSRP Entities Surviving Corporation and its Subsidiaries to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRP, if any, the Surviving Corporation and its Subsidiaries for the taxable period that includes first ending after the Closing Date date of the Effective Time 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, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Upon the terms set forth in Section 5.02 of this Agreement, the Sellers and 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 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 purchase GSRP any of the Company or a the Subsidiaries or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Company 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 Sellers and GSRP the Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and the Subsidiaries for the each taxable period that includes first ending after the 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. Any information obtained under this Section 9.03 6.06 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 Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties Buyer and Seller shall, and shall cause their respective Affiliates to, provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates 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, determining the amount of any loss or credit attributable to the Company or its Subsidiaries, or participating in or conducting any audit Tax audit, examination, assessment or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities("Tax Contest"). Such cooperation and information shall include but is not limited include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP 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 Buyer and GSRP after the Closing will Seller shall, and shall cause the GSRP Entities its respective Affiliates to) , retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and its Subsidiaries for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable periods years until the later of (ai) the expiration of the statute of limitations of the taxable periods years to which such Tax Returns and other documents relate, without regard to extension 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 9.03 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by Law, regulation, or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties shall TCI and each Subgroup ---------------------------------------- Member will provide the others each other with such cooperation and information as any either of them may 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, participating in or conducting any audit or other proceeding in respect of Taxes or making representations in preparing any financial statement information concerning or relating to or furnishing information to parties subsequently desiring to purchase GSRP or a part Taxes, including any accrual of the Business acquired from the GSAM EntitiesTaxes required for financial statement purposes. Such cooperation and information shall include but is not limited to providing copies of all relevant Tax Returns or portions thereofReturns, together with all accompanying schedulesschedules and related workpapers, related work paperscomputerized tax database, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which any party hereto may possess. Each party shall make its employees available to any other party hereto on a mutually convenient basis to provide explanations of any documents or information requested hereunder. Except as otherwise provided in the Agreement, any party requesting assistance hereunder shall reimburse any party providing such assistance for any reasonable out-of- pocket costs incurred in providing any Tax authoritiesReturn, document or other written information, upon receipt of reasonable documentation of such costs. The GSAM Entities and GSRP shall (and GSRP after the Closing Each party hereto will cause the GSRP Entities to) retain all Tax Returnsreturns, schedules and work papersworkpapers, opinions, memorandums, analyses, and all material records and or other documents in their possession relating to Tax matters of GSRPthereto, if any, for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (a) the expiration of the statute of limitations of (including extensions) for the taxable periods years to which such returns and other documents relate and, unless such Tax Returns and other documents relateare offered to the other parties hereto, or (b) six (6) until the final determination of any payments which may be required in respect of such years following the due date (without extension) for such Tax Returnsunder this Agreement. Any information obtained under this Section 9.03 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax any audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Upon the terms set forth in SECTION 5.1 of this Agreement, the Seller and 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 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 purchase GSRP any of the Companies or a any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each of the Seller and GSRP the Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) six months after 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 without regard to extensions, except to the due date (without extension) extent notified by the other party of such extensions for such the respective Tax Returnsperiods. Any information obtained under this Section 9.03 SECTION 5.4(g) shall be kept confidential in accordance with SECTION 5.5 and SECTION 11.6 except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties STRATTEC and WXXXX 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 purchase GSRP or a part of the Business acquired from VAST Parties with respect to any taxable period beginning before the GSAM EntitiesClosing Date. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesTaxing Authorities. The GSAM Entities Each of STRATTEC and GSRP WXXXX shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, VAST Parties for the any taxable period that includes beginning before the 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 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 VAST Parties for any taxable period beginning before the Closing Date, STRATTEC and WXXXX (as the case may be) shall provide the other party with reasonable written notice and offer the other party the opportunity to take custody of such materials. Any information obtained under this Section 9.03 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 Tax refund or in conducting a Tax audit or defending an audit, examination, litigation or other Tax proceeding.Action, (ii) with the consent of the Parties, as the case may be or (iii) as required by applicable Law. Notwithstanding the above, STRATTEC and WXXXX, as applicable, shall not be required under this Section 4.04 or any other provision of this VAST Membership Interest Purchase Agreement (x) to provide to other Parties

Cooperation and Exchange of Information. The Parties shall 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 purchase GSRP Manager or a part of the Business business acquired from the GSAM EntitiesContributors by Annaly Sub. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Contributors and GSRP Annaly shall (and GSRP Annaly after the Closing will cause the GSRP Manager Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRPManager, if any, for the taxable period that includes the 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, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall UHC and ActaMed 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, 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 purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax taxing authorities, but in no event shall UHC or ActaMed 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 the Company. The GSAM Entities Seller and GSRP ActaMed shall (make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. UHC and GSRP after the Closing ActaMed will cause the GSRP Entities to) retain all Tax Returnsreturns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Company for the its taxable period that includes first ending after the 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) eight years following the due date (without extension) for such Tax Returnsreturns. After such time, before ActaMed shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by ActaMed to UHC, and UHC shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such books and records as UHC may select. Any information obtained under this Section 9.03 10.05 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall 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 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 purchase GSRP either of the Surviving Corporation or a part of the Business business acquired from the GSAM EntitiesCompany by Parent. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Equityholders’ Representative and GSRP Parent shall (and GSRP Parent after the Closing Effective Time will cause the GSRP Entities Surviving Corporation and its Subsidiaries, if any, to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their possession relating to Tax matters of GSRPthe Surviving Corporation and its Subsidiaries, if any, for the taxable period that includes first ending after the Closing Date date of the Effective Time 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, or (bii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 10.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Each Seller and 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 (and the Purchaser shall cause the Companies to provide such cooperation and information) in filing any Tax Returnreturn, amended Tax Return return or claim for refund, determining a Liability any 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 purchase GSRP or a part of the Business acquired from the GSAM EntitiesTaxes. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns returns or portions thereof, together with accompanying schedules, schedules and related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax taxing authorities. The GSAM Entities Sellers shall make themselves available, and GSRP the Purchaser shall make its employees available (and GSRP after the Closing will shall cause the GSRP Entities toemployees of the Companies to be available) on a mutually convenient basis to provide explanations of any documents or information provided hereunder. The Purchaser will retain all Tax Returnsreturns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their its possession relating to Tax matters of GSRP, if any, any Company for the taxable period that includes first ending after the 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 returns and other documents relate, without regard to extensions, or (bii) six (6) years following the due date (without extension) for such Tax Returnsreturns. After such time, before the Purchaser shall dispose of any such documents, the Purchaser shall, by 90 days prior written notice to the Sellers, give any Seller the opportunity (at such Seller's expense) to remove and retain all or any part of such documents as such Seller may select. Any information obtained under this Section 9.03 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 Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Notwithstanding anything to the contrary in Section 5.02 of this Agreement, the Seller, on the one hand, and the Purchaser and the Company, 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 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 purchase GSRP the Company or a any part of the Business acquired its business from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller 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, on the one hand, and GSRP the Purchaser and the Company, on the other hand, shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company for the each taxable period that includes first ending after the 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) years following the due date (without extension) for such Tax Returns. Seller shall not dispose of, or destroy, any Tax Returns or other Tax records or documents in its possession relating to the Company unless Seller first gives the Purchaser the opportunity (by written notice to Purchaser) to take possession of such Tax Returns, records or documents. Any information obtained under this Section 9.03 7.06 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 Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Seller, Purchaser and the 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 Taxes. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entitiesprovided hereunder. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities and GSRP shall (and GSRP after the Closing Each such party will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, papers and all material records and or other documents in their possession relating to Tax matters of GSRP, if any, the Companies for the taxable Tax period that includes first ending after the Closing Date and for all prior taxable Tax periods until the later of of (a) the expiration of the statute of limitations of the taxable Tax periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by another party in writing of such extensions for the respective Tax periods, or (b) six (6) five years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 9.03(e) shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding. Notwithstanding any other provision in this Agreement to the contrary, Purchaser shall have no right to obtain any information with respect to or regarding Seller except to the extent such information affects either Company’s or Subsidiary’s liability for Taxes after the Closing Date.

Cooperation and Exchange of Information. The Parties shall each Company, the Sellers and Buyer agree to provide the others one another 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 purchase GSRP or a part of the Business acquired from the GSAM EntitiesTransferred Companies. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or relevant portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authoritiesany Taxing Authority. The GSAM Entities Company, the Sellers and GSRP Buyer shall (and GSRP after the Closing will cause the GSRP Entities to) make their employees available on a basis mutually-convenient to both parties to provide explanations of any documents or information provided hereunder. Each such party shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Transferred Companies for the each taxable period that includes first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration expirations of the statute statutes of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions (except to the extent that the other party has been notified in writing of such extensions for the respective Tax periods) or (b) six (6) years *** following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 11.6 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a connection with any Tax audit or other Tax proceedingContest.

Cooperation and Exchange of Information. The Parties shall ISC and ISI 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, 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 purchase GSRP any of ISC or a the Subsidiaries or any part of the Business acquired from the GSAM EntitiesIspat. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities ISI 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 ISC and GSRP ISI shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, ISC and the Subsidiaries for the each taxable period that includes first ending after the 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) eight years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 7.06 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties shall Sellers and 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 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 purchase GSRP or a part any of the Business acquired Company or the Subsidiaries from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each of the Sellers and GSRP the Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Company and the Subsidiaries for the each taxable period that includes first ending after the 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) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 7.05 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.

Cooperation and Exchange of Information. The Parties AIC and 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 for Taxes or a right to a refund of TaxesTax Refund, or participating in or conducting any audit audit, examination or other proceeding or contest in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or (a part of the Business acquired from the GSAM Entities“Tax Contest”). Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP 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 AIC and GSRP after the Closing will cause the GSRP Entities to) Buyer shall retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable Tax periods until the later of (a) 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 (b) six (6) three years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 8.4 shall be kept confidential except as otherwise may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund Refunds or in conducting a Tax audit contest or other Tax proceedingas otherwise may be required by Applicable Law or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties Buyers and Seller shall, and shall cause their respective Affiliates to, provide each provide the others other with such cooperation and information as any either of them or their respective Affiliates 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, determining the amount of any loss or credit attributable to any of the Companies or their Subsidiaries, or participating in or conducting any audit Tax audit, examination, assessment or other proceeding in respect of Taxes or making representations to or furnishing information to parties subsequently desiring to purchase GSRP or a part of the Business acquired from the GSAM Entities(''Tax Contest''). Such cooperation and information shall include but is not limited include, to the extent reasonably requested, providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Each party and GSRP 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 Buyers and GSRP after the Closing will Seller shall, and shall cause the GSRP Entities its respective Affiliates to) , retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and their Subsidiaries for the taxable each Tax period that includes first ending after the Closing Date and for all prior taxable periods years until the later of (ai) the expiration of the statute of limitations of the taxable periods years to which such Tax Returns and other documents relate, without regard to extension 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 9.03 8.5 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax audit Contest or other Tax proceedingas otherwise may be required by Law, regulation, or the rules of any stock exchange.

Cooperation and Exchange of Information. The Parties shall Seller and 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 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 purchase GSRP any of the Companies or a any of the Subsidiaries or any part of the Business acquired from the GSAM EntitiesPurchaser. Such cooperation and information shall include but is not limited to providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, opinions, memorandums, analyses, records papers and other documents relating to rulings or other determinations by Tax authorities. The GSAM Entities Seller 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 GSRP Purchaser shall (and GSRP after the Closing will cause the GSRP Entities to) retain all Tax Returns, schedules and work papers, opinions, memorandums, analyses, records and other documents in their its possession relating to Tax matters of GSRP, if any, the Companies and each Company Subsidiary for the each taxable period that includes first ending after the 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) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 9.03 shall be kept confidential confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for Tax refund or in conducting a Tax an audit or other Tax proceeding.