Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. Purchasers shall provide Sellers with such cooperation and information as Sellers reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers shall make its employees available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers Seller and Buyer shall provide Sellers each other with such cooperation and information as Sellers either of them or their respective Affiliates reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refundTax Refund, the determination of determining a liability for Taxes, Taxes or a right to refund of Taxesa Tax Refund, or the conduct of participating in or conducting any audit or other proceeding contest in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, . Each party and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers its Affiliates shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to Any party making a request under for cooperation pursuant to this Section 13(c)(ii) Sellers 8.4 shall reimburse Purchasers the party providing such cooperation for any its reasonable out-of-pocket costs incurred expense occasioned by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation the provision of such costscooperation. Except as otherwise provided in this Agreement, Purchasers Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Transferred Companies for each Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax period to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified in writing of time beginning on such extensions for the respective Tax periods or (ii) three years following the due date (without extension) for such Tax Returns. Notwithstanding the foregoing, Seller shall not be required to deliver any such documents that relate to any Consolidated Tax Return with respect to any Pre-Closing Date and ending on Tax Period, other than the date on which taxes may no longer be assessed under portions thereof that relate solely to the applicable statutes of limitation, including the period of waivers or extensions thereof Transferred Companies. Any information obtained under this Section 13(c)(ii) 8.4 shall be kept confidential, confidential except as otherwise may be otherwise necessary in connection with the filing of returns 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 audit or other proceedingstock exchange.

Cooperation and Exchange of Information. Purchasers shall Seller and Buyer agree to provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes of the Transferred Companies. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or relevant portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authoritiesany Taxing Authority. Seller, Buyer and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Transferred Companies shall make its their employees available to Sellers on a mutually basis mutually-convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Each of Seller, Buyer and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers Transferred Companies shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, until the expiration to Tax matters of the Transferred Companies for each taxable period of time beginning on first ending after the Closing Date and ending for all prior taxable periods until the later of (a) the expirations of the 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) seven years following the due date (without extension) for such Tax Returns, provided that neither Buyer and the Transferred Companies on the date one hand, nor Seller on which taxes may no longer be assessed under the applicable statutes other, shall dispose of limitation, including any of the period of waivers or extensions thereof foregoing items without first offering such items to the other. Any information obtained under this Section 13(c)(ii) 10.6 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting connection with any audit or other proceedingTax Contest.

Cooperation and Exchange of Information. Purchasers Purchaser shall provide Sellers Seller with such cooperation and information as Sellers Seller reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers Purchaser may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers Seller on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Purchaser shall not be required to prepare any documents, or determine any information not ten then in its possession in response to a request under this Section 13(c)(ii) Sellers 6.7.2. Seller shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs incurred by Purchasers Purchaser in providing any Return, document or other written information, and shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs (excluding including regular wages wages, salaries and salariestraveling expenses) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this AgreementSection 1.2(c) hereof, Purchasers Seller shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof thereof. Any information obtained under this Section 13(c)(ii) 6.7.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers Purchaser shall provide Sellers Seller with such cooperation and information as Sellers Seller reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers Purchaser may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers Seller on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Purchaser shall not be required to prepare any documents, documents or determine any information not ten in its possession in response required to a request under this be maintained pursuant to Section 13(c)(ii) Sellers 6.4.2. Seller shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs incurred by Purchasers Purchaser in providing any Return, document or other written information, and shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs (excluding including regular wages wages, salaries and salariestraveling expenses) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this AgreementSection 1.2(b) hereof, Purchasers Purchaser shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Effective Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof thereof. Any information obtained under this Section 13(c)(ii) 6.5.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding Contest in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Company or the Subsidiaries or any part of the business from Buyer. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the BusinessTaxing Authorities. Purchasers Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunderhereunder as is reasonably practicable. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Each of Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and the Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns, schedules and ending on work papers, records and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three years following the due date on which taxes (without extension) for such Tax Returns, provided, however, that the Seller may no longer be assessed under satisfy its obligations hereunder by delivering all such Tax Returns, schedules and work papers, records and other documents to the applicable statutes of limitation, including the period of waivers or extensions thereof Buyer. Any information obtained under this Section 13(c)(ii) 8.8 shall be kept confidential, confidential in accordance with Section 6.4 except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit or other proceedinga Contest.

Cooperation and Exchange of Information. Purchasers Upon the terms set forth in Section 6.02, the Seller and the Purchaser shall cooperate and provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase all or a part of the Business from the Purchaser. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers The Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Each of the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers the Purchaser shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Seller and the Company or the Business for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns and ending on 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 years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Tax Returns. Any information obtained under this Section 13(c)(ii) 7.06 shall be kept confidential, confidential in accordance with the Letter Agreement except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers (a) The Buyer shall provide Sellers the Stockholder with such cooperation and shall deliver to the Stockholder such information and data concerning the pre-Closing operations of the Company and make available such knowledgeable employees of such entities as Sellers the Stockholder may reasonably request, in order to enable the Stockholder to complete and file all Tax Returns which it may request be required to file with respect to the filing operations and business of the Company through the Closing Date or to respond to audits by any Taxing Authorities with respect to such operations and to otherwise enable the Stockholder to satisfy its internal accounting, tax and other legitimate requirements. (b) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the Buyer shall, and shall cause the Company to, retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, such entities for all taxable periods ending on or prior to, or which include, the Closing Date to the extent the Buyer or the Company received or had possession of such records on the Closing Date. Thereafter, the Buyer shall not destroy or dispose of any Returnsuch Tax Returns, amended Return books or claim for refundrecords unless it first offers such Tax Returns, books and records to the Stockholder in writing and the Stockholder fails to accept such offer within sixty (60) days of its being made. (c) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the determination Stockholder (or its Affiliates) shall retain and not destroy or dispose of a liability for Taxesall Tax Returns (including supporting materials), books and records (including computer files) of, or a right with respect to refund of Taxesthe activities or Taxes of, the Company for all taxable periods ending on or prior to, or which include, the conduct Closing Date to the extent the Stockholder did not deliver such records to the Buyer or the Company. Thereafter, the Stockholder shall not destroy or dispose of any audit such Tax Returns, books or records unless it first offers such Tax Returns, books and records to the Buyer in writing and the Buyer fails to accept such offer within sixty (60) days of its being made. (d) The Buyer and the Stockholder and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which one party could reasonably require the assistance of the other proceeding party in respect obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of Taxessuch Tax Returns, and furnishing such other information within such party's possession requested by the party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the Company, and providing copies of all relevant Tax Returns, together with accompanying schedules and related work papersworkpapers, documents relating to rulings or other determinations by taxing authorities, any Taxing Authority and records concerning the ownership and tax basis of property, which Purchasers the requested party may possess concerning possess. The Buyer and the Business. Purchasers Company and their respective Affiliates or the Stockholder and its Affiliates shall make its their respective employees and facilities available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. (e) The Stockholder shall have the right, at its own expense, to control any audit or examination by a Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Company. The Buyer or Company shall promptly notify the Stockholder of the initiation of any such Tax Audit, shall supply the Stockholder with all written communications it receives with respect to such Tax Audit and shall periodically report to the Stockholder any other developments of which it becomes aware during the course of the Tax Audit. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Company; provided that, with respect to (i) any state, local or foreign Taxes for, or determined by reference to, any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause the Stockholder to become obligated to make an indemnity payment pursuant to Section 10.1 hereof, (w) the Buyer shall provide Stockholder with the same information it would receive if it had the right to control the resolution of Tax Audit, (x) the Stockholder shall have the right to have a representative present throughout the Tax Audit and any subsequent proceeding, (y) the Stockholder shall have the right to control the resolution of all questions having to do with the effect of the Section 338(h)(10) Elections which could have an adverse effect on the Stockholder unless it also has an adverse effect on the Buyer or the Company, in which event, the Stockholder shall not settle such an issue without the consent of the Buyer, which consent shall not be unreasonably withheld, and (z) the Buyer shall consult with the Stockholder with respect to the resolution of any other issue that would affect the Stockholder, and not settle any such issue, or file any amended return relating to such issue, without the consent of the Stockholder, which consent shall not unreasonably be withheld. (f) If the Buyer or the Company (as the case may be) on the one hand, or the Stockholder or its Affiliates on the other, fails to provide any information requested by the other party in the time specified herein, or if no time is specified pursuant to this Section 10.6, within a reasonable period, or otherwise fails to do any act required of it under this Section 10.6, then the party failing to so provide the information or do such act shall be obligated, notwithstanding any other provision of this Agreement, to indemnify the party requesting the information or act and shall so indemnify the requesting party and hold such party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. Notwithstanding the foregoing, Purchasers the party that failed to deliver the information or do the act requested, shall not in no event be required obligated to prepare make any documents, or determine any information not ten in its possession in response payments pursuant to a request under this Section 13(c)(ii10.6(f) Sellers shall reimburse Purchasers for any or otherwise be liable, if such party used all reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document commercial efforts to provide the requested information or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until perform the expiration of the period of time beginning requested act on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceedinga timely basis.

Cooperation and Exchange of Information. Purchasers The Sellers and the Buyer will, and the Sellers shall cause each Acquired Company to, provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Return, amended Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Acquired Companies. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities. Sellers shall make their employees, and records concerning the ownership and tax basis of propertyshall cause each Acquired Company to make their employees, which Purchasers may possess concerning the Business. Purchasers shall make its employees available to Sellers on a basis mutually convenient basis to both Sellers , on the one hand, and Buyer, on the other hand, to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Each of, on the foregoingone hand, Purchasers shall not be required to prepare any documentsSellers and, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Returnon the other hand, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers the Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Acquired Companies for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns and ending on 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, and (ii) six years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Tax Returns. Any information obtained under this Section 13(c)(ii) 8.4 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any an audit or other proceeding.. - -

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 6.1 of this Agreement, Seller and Buyer will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding Contest in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any capital stock of the Company or the Subsidiary or any part of the business from Buyer. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the BusinessTaxing Authorities. Purchasers Seller shall make its employees and employees of the Company available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Each of Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and its Subsidiary for each Taxable Period first ending after the Closing Date and for all prior Taxable Periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date Taxable Periods to which such Tax Returns and ending on other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Returns. Any information obtained under this Section 13(c)(ii) 7.6 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit or other proceedinga Contest.

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding Contest in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Company or the Subsidiaries or any part of the business from Buyer. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the BusinessTaxing Authorities. Purchasers Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunderhereunder as is reasonably practicable. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Each of Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and the Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns, schedules and ending on work papers, records and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three years following the due date on which taxes (without extension) for such Tax Returns, provided, however, that Seller may no longer be assessed under the applicable statutes of limitationsatisfy its obligations hereunder by delivering all such Tax Returns, including the period of waivers or extensions thereof schedules and work papers, records and other documents to Buyer. Any information obtained under this Section 13(c)(ii) 7.8 shall be kept confidential, confidential in accordance with Section 6.4 except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit or other proceedinga Contest.

Cooperation and Exchange of Information. Purchasers Upon the terms set forth in Section 11.02, the Seller and the Purchaser shall cooperate and provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase all or a part of the Business from the Purchaser. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers The Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Each of the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers the Purchaser shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Seller and the Company or the Business for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (a) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns and ending on 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 years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Tax Returns. Any information obtained under this Section 13(c)(ii) 12.06 shall be kept confidential, confidential in accordance with the Letter Agreement except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers Notwithstanding anything to the contrary in this Agreement: Seller and Buyer shall provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding Tax Proceeding in respect of TaxesTaxes or furnishing information with respect to Taxes to parties (provided that such parties shall have first executed a confidentiality agreement with Seller in commercially reasonable form) subsequently desiring to purchase any of the Company or USIS or any part of the Business from Buyer. Any party making a request for cooperation pursuant to this Section 9.7 shall reimburse the party providing such cooperation for its reasonable external out-of-pocket expense occasioned by the provision of such cooperation. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, Taxing Authorities. Each party and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers its Affiliates shall make its employees reasonably available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Seller and Buyer shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and USIS for each Pre-Closing Tax Period until the earlier of (i) the expiration of the period statute of time beginning on limitations of the Closing Date Taxable periods to which such Tax Returns and ending on other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Taxable periods, or (ii) seven (7) years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such returns. Any information obtained under this Section 13(c)(ii) 9.7 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit a Tax Proceeding or other proceedingas otherwise may be required by Applicable Law or applicable securities exchange rules.

Cooperation and Exchange of Information. Purchasers Purchaser shall provide Sellers Seller with such cooperation and information as Sellers Seller reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers Purchaser may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers Seller on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Purchaser shall not be required to prepare any documents, or determine any information not ten then in its possession in response to a request under this Section 13(c)(ii) Sellers 6.5.2. Seller shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs incurred by Purchasers Purchaser in providing any Return, document or other written information, and shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs (excluding including regular wages wages, salaries and salariestraveling expenses) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this AgreementSection 1.2(c) hereof, Purchasers Purchaser shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof thereof. Any information obtained under this Section 13(c)(ii) 6.5.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall The Sellers and RCG will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall the Sellers or RCG 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 Dialysis Companies. The Sellers and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers RCG shall make its their respective employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) The Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall RCG will retain all Tax Returns, schedules and work papers and all material books and records or other documents relating thereto, to Tax matters of the Dialysis Companies for its taxable period first ending after the Closing Date and for all prior taxable periods until the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on 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 date on which taxes may no longer be assessed under extent notified by the applicable statutes other party in writing of limitation, including such extensions for the period of waivers or extensions thereof respective Tax periods. Any information obtained under this Section 13(c)(ii) 3.4 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding. Notwithstanding anything in this Section 3.4 to the contrary, no party shall be required to divulge any information to the other party that would operate as a waiver of the attorney-client privilege. RCG and the Sellers shall use reasonable efforts not to destroy or allow the destruction of any such books and records and workpapers without first providing 60 days written notice of intention to destroy to the other party, and allowing such other party to take possession of such records.

Cooperation and Exchange of Information. Purchasers Seller and Buyer, and their respective Affiliates, shall provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any Tax Contest or any audit or other proceeding similar examination of any Acquired Company in respect of Taxes. Such cooperation and information shall include include, but not be limited to, providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, Governmental Authorities. Each party and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers its Affiliates shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Seller and Buyer shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall each retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Acquired Companies for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning 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 (ii) three (3) years following the due date (without extension) for such Tax Returns. Neither Seller, on the Closing Date and ending one hand, nor Buyer or the Acquired Companies, on the date on which taxes may no longer be assessed under other hand, shall dispose of any such materials unless it first offers in writing to the applicable statutes other party the right to take possession of limitation, including such materials at such other party’s sole expense and the period other party fails to accept such offer within fifteen (15) Business Days of waivers or extensions thereof the offer being made. Any information obtained under this Section 13(c)(ii) 9.7 shall be kept confidential, confidential except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting a Tax Contest or as otherwise may be required by applicable law, regulation or the rules of any audit or other proceedingstock exchange.

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Tax Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of 51 52 Taxes, participating in or the conduct of conducting any audit or other proceeding Contest in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Company or the Subsidiaries or any part of the business from Buyer. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the BusinessTaxing Authorities. Purchasers Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunderhereunder as is reasonably practicable. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Each of Seller and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers Buyer shall retain all Tax Returns, schedules and work papers papers, records and all material records or other documents in its possession relating thereto, to Tax matters of the Company and the Subsidiaries for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Tax Returns, schedules and ending on work papers, records and other documents relate, without regard to extensions except to the extent notified in writing of such extensions for the respective Tax periods, or (ii) three years following the due date on which taxes (without extension) for such Tax Returns, provided, however, that the Seller may no longer be assessed under satisfy its obligations hereunder by delivering all such Tax Returns, schedules and work papers, records and other documents to the applicable statutes of limitation, including the period of waivers or extensions thereof Buyer. Any information obtained under this Section 13(c)(ii) 8.8 shall be kept confidential, confidential in accordance with Section 6.4 except as may be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any audit or other proceedinga Contest.

Cooperation and Exchange of Information. Purchasers shall The Seller --------------------------------------- and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by 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 Seller and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its their employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Seller and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Purchaser will retain all Tax Returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company for its taxable period first ending after the Closing Date and for all prior taxable periods until the later of: (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (ii) six years following the due date on which taxes (without extension) for such returns. After such time, before either the Seller 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 longer event shall -------- ------- either party be assessed under required to disclose to the applicable statutes of limitation, including other party any information relating to its operations other than the period of waivers or extensions thereof Company. Any information obtained under this Section 13(c)(ii) 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall The Seller and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by 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 Seller and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its their employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Seller and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Purchaser will retain all Tax Returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company for its taxable period first ending after the Closing Date and for all prior taxable periods until the later of: (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (ii) six years following the due date on which taxes (without extension) for such returns. After such time, before either the Seller 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 longer event shall either party be assessed under required to disclose to the applicable statutes of limitation, including other party any information relating to its operations other than the period of waivers or extensions thereof Company. Any information obtained under this Section 13(c)(ii) 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers (a) As soon as practicable, but in any event within thirty (30) days after request therefor, from and after the Closing Date, each of Seller and the Buyer shall (and shall cause their respective Affiliates to) provide Sellers the other with such cooperation and deliver to the other such information as Sellers reasonably and data to enable each of Seller and the Buyer to complete and file all Returns that it may request be required to file with respect to the filing operations and business of the Company or to respond to audits by any ReturnTaxing Authorities with respect to such operations and to otherwise enable each of Seller and the Buyer to satisfy its internal accounting, amended Return or claim for refund, tax and other legitimate requirements and to enable the determination Buyer to comply with its obligations set forth in Section 9.6 of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxesthis Agreement. Such cooperation and information shall include include, without limitation, provision of powers of attorney for the purpose of signing Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority that relate to the Company and providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, any Taxing Authority and records concerning the ownership and tax basis of property, which Purchasers Seller, the Buyer or the Company may possess concerning possess. The Seller, the Business. Purchasers Buyer and the Company shall make its their employees and facilities available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. (b) For a period of six (6) years after the Effective Time, the Buyer shall, and shall cause the Company to, retain all Returns, books and records (including computer files) of, or with respect to the activities of, the Company for all taxable periods ending on or prior to the Effective Time. Notwithstanding Thereafter, at the foregoingrequest of Seller, Purchasers the Buyer shall not dispose of any such Returns, books or records, unless it first offers such Returns, books and records to Seller and Seller fails to accept such offer within sixty (60) days of its being made. However, the Buyer may dispose of such records prior to that time with the prior written consent of Seller, which consent shall not be unreasonably withheld. (c) The Buyer and the Seller and their respective Affiliates shall cooperate in the preparation of all Returns relating in whole or in part to taxable periods ending on or before or including the Effective Time that are required to be filed after such date. Such cooperation shall include, but not be limited to, furnishing prior years' Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Returns, and furnishing such other information within such party's possession requested by the party filing such Returns as is relevant to their preparation. In the case of any U.S. state or local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other taxable periods in which one party could reasonably require the assistance of the other party in obtaining any necessary information. (d) Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund (including by filing an amended Return), contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Effective Time with respect to the Company, provided that the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or the Company or any Subsidiary for any period after the Effective Time to any extent (including, but not limited to, the imposition of income Tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions, or the reduction of the loss or credit carry forwards) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, and such consent shall not be necessary to the extent that the Seller has indemnified the Buyer against the effect of any such settlement. If litigation is required due to the Buyer's failure to reasonably consent, then the Buyer shall be responsible for one-half of the litigation costs incurred by the Seller. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Company, provided that, with respect to any U.S. state and local Taxes for any Straddle Period, the Buyer shall not be entitled to settle, either administratively or after the commencement of litigation, any claim regarding such Taxes that would adversely affect the liability for Taxes of the Seller for any period ending on or prior to the Effective Time without the prior written consent of the Seller, which consent shall not be unreasonably withheld and shall not be required to prepare the extent that Buyer has indemnified Seller against the effects of such settlement. If litigation is required due to the Seller's failure to reasonably consent, then the Seller shall be responsible for one-half of the litigation costs incurred by the Buyer. Where consent to a settlement is withheld by the Seller pursuant to this Section, the Seller may continue or initiate any documentsfurther proceedings at its own expense, provided that the liability of the Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted from the settlement or amended return. Seller shall furnish the Buyer and the Company with its cooperation in a manner comparable to that described in Section 9.8(a) to effect the purposes of this Section 9.8(d). (e) If either the Buyer or the Seller (or their respective Affiliates) fails to provide any information requested by the other in the time specified herein, or determine if no time is specified pursuant to this Section 9.8, within a reasonable period, or otherwise fails to do any information not ten in its possession in response to a request act required of it under this Section 13(c)(ii) Sellers 9.8, then the failing party shall reimburse Purchasers for be obligated, notwithstanding any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) provision of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers to indemnify the other and shall retain all Returns, schedules hold the other harmless from and work papers against any and all material records costs, claims or other documents relating theretodamages, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of including, without limitation, including the period all Taxes or deficiencies thereof, payable as a result of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidentialsuch failure, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceedingthe event of a claim for refund, the value of such refund.

Cooperation and Exchange of Information. Purchasers (a) As soon as practicable, but in any event within thirty (30) days after Sellers’ request, from and after the Effective Date, Buyer shall provide Sellers with such cooperation as reasonably requested by Sellers pertaining to any Taxes relating to any period prior to the Effective Date and shall deliver to Sellers such information and data concerning the pre-Effective operations of the Weider Branded Business and make available such knowledgeable Weider Employees as Sellers reasonably may request request, including providing the information and data required by Sellers’ customary tax and accounting questionnaires, in order to enable Sellers to complete and file all Tax Returns which it may be required to file with respect to the filing of Weider Branded Business through the Effective Date or to respond to audits by any Returndomestic or foreign taxing authorities with respect to such operations and to otherwise enable Sellers to satisfy its internal accounting, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or tax and other proceeding in respect of Taxeslegitimate requirements. Such cooperation and information shall include provision of powers of attorney for the purpose of signing Tax Returns and defending audits and providing copies of all relevant Tax Returns, together with accompanying schedules and related work papersworkpapers, documents relating to rulings or other determinations by any domestic or foreign taxing authorities, authority and records concerning the ownership and tax basis of property, which Purchasers Buyer may possess concerning the Businesspossess. Purchasers Buyer shall make its employees and facilities reasonably available to Sellers on a mutually convenient basis not to unreasonably interfere with normal business operations to provide explanation of any documents or information provided hereunder. (b) For a period of ten (10) years after the Effective Date or such longer period as may be required by law, Buyer shall retain, maintain in an orderly fashion and not destroy or dispose of any books or records (including computer files) that pertain to the Weider Branded Business and that are directly related to the Tax Returns. Notwithstanding Thereafter, Buyer shall not knowingly destroy or dispose of any such books or records unless it first offers such books and records to Sellers in writing and Sellers fail to accept such offer within sixty (60) days of its being made. If Sellers accept such offer, they shall remove the foregoing, Purchasers material from Buyer’s premises at its own expense. This Section 6.7 shall not be construed to limit Buyer’s obligations under Sections 5.1(a) and 5.1(c). (c) Buyer and Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns relating in whole or in part to taxable periods ending on, before or including the Effective Date that are required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until be filed after the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceedingEffective Date.

Cooperation and Exchange of Information. Purchasers shall Per-Se and the Purchaser will provide Sellers each other with such cooperation and information as Sellers any of them reasonably may request with respect to of the other in filing of any Tax Return, amended Return return or claim for refund, the determination of determining a liability Liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, but in no event shall Per-Se or the Purchaser 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. Per-Se and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its their respective employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Per-Se and Holdings will take no position on such Tax Returns that relate to the foregoingCompany that would adversely affect the Company after the Closing Date, Purchasers shall not unless such position would be required to prepare any documents, reasonable and consistent with past practice as if Per-Se or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable outHoldings had owned the Company both before and after the Closing Date. Per-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Se and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall the Purchaser will retain all Tax Returns, schedules and work papers and all material books and records or other documents relating thereto, to Tax matters of the Company for its taxable period ending on or before the Closing Date until the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on 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 date on which taxes may no longer be assessed under extent notified by the applicable statutes other party in writing of limitation, including such extensions for the period of waivers or extensions thereof respective Tax periods. Any information obtained under this Section 13(c)(ii5.6(a) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding. Notwithstanding anything in this Section 5.6(a) to the contrary, no party shall be required to divulge any information to the other party that would operate as a waiver of the attorney-client privilege. Purchasers and the Seller shall use reasonable efforts not to destroy or allow the destruction of any such books and records and workpapers without first providing 60 days written notice of intention to destroy to the other party(ies), and allowing such other party(ies) to take possession of such records.

Cooperation and Exchange of Information. Purchasers Purchaser shall provide Sellers with such cooperation and information as Sellers reasonably may request with respect to the filing of any Return, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers Purchaser may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers Purchaser shall not be required to prepare any documents, or determine any information not ten then in its possession in response to a request under this Section 13(c)(ii) 6.4.2. Sellers shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs incurred by Purchasers Purchaser in providing any Return, document or other written information, and shall reimburse Purchasers Purchaser for any reasonable out-of-pocket costs (excluding including regular wages wages, salaries and salariestraveling expenses) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this AgreementSection 1.2(c) hereof, Purchasers Purchaser shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period of time beginning on the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof thereof. Any information obtained under this Section 13(c)(ii) 6.4.2 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall (a) Purchaser and Seller will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request of the other in connection with respect to the filing of any Return, amended Tax Return or claim for refund, the determination of a liability for Taxesrefund claim, or a right to refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax Returns or portion thereof, together with accompanying schedules and related work paperspapers (to the extent such documents are not subject to attorney-client or similar privileges), documents but in no event shall Purchaser or Seller be required to disclose to the other any information relating to rulings or their respective operations other determinations by taxing authorities, than information relating to a liability for Taxes attributable to the operations of the Companies prior to Closing. (b) Purchaser and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Seller shall make its their respective employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, Purchaser and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Seller will retain all Tax Returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the operations of the Companies for the Tax periods of the Company first ending after the Closing Date and for all prior Tax periods until the expiration of the period statue of time beginning on limitations of the Closing Date Tax periods to which such Tax Returns and ending on the date on which taxes other documents relate (giving effect to any extension, waiver, or mitigation thereof). After such time, before Purchaser shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by Purchaser to Seller and Seller shall be given an opportunity, at their cost and expense, to remove and retain all or any part of such books and records as Seller may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof select. Any information obtained under this Section 13(c)(ii) 5.7 shall be kept confidential, confidential except as may otherwise be otherwise necessary in connection with the filing of returns Tax Returns or claims for refund or in conducting any an audit or other proceedingproceeding or as otherwise required by law.

Cooperation and Exchange of Information. Purchasers shall The Seller and the Buyer will --------------------------------------- provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any ReturnTax return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall the Seller or the Buyer 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. The Seller and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Buyer shall make its their respective employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Seller and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Buyer will retain all ReturnsTax returns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company for its taxable period first ending after the Closing Date and for all prior taxable periods until the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on 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 date on which taxes extent notified by the other party in writing of such extensions for the respective Tax periods. After such time, before the Buyer 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 the Buyer to the Seller, and the Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any of such books and records as the Seller may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof select. Any information obtained under this Section 13(c)(ii) 17.4 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall The Seller and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any ReturnTax return, amended Return return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant ReturnsTax returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing authorities, but in no event shall the Seller or the Purchaser 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 Seller and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Purchaser shall make its employees available to Sellers on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding The Seller and the foregoing, Purchasers shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall Purchaser will retain all Returnsreturns, schedules and work papers and all material records or other documents relating thereto, to Tax matters of the Company for its taxable period first ending after the Closing Date and for all prior taxable periods until the later of: (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such returns and ending on other documents relate, without regard to extensions except to the extent notified by the other party in writing of such extensions for the respective Tax periods; or (ii) six years following the due date on which taxes (without extension) for such returns. After such time, before the Purchaser shall dispose of any of such books and records, at least 90 calendar days prior written notice to such effect shall be given by the 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 no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof select. Any information obtained under this Section 13(c)(ii) 7.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers shall Upon the terms set forth in Section 5.02 of this Agreement, the Seller and the Purchaser will provide Sellers each other with such cooperation and information as Sellers either of them reasonably may request with respect to of the other in filing of any Return, amended Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, participating in or the conduct of conducting any audit or other proceeding in respect of TaxesTaxes or making representations to or furnishing information to parties subsequently desiring to purchase any of the Company or any part of the Business from the Purchaser. Such cooperation and information shall include providing copies of all relevant ReturnsReturns or portions thereof, together with accompanying schedules and schedules, related work papers, papers and documents relating to rulings or other determinations by taxing Tax authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers The Seller shall make its employees available to Sellers on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding Each of the foregoing, Purchasers Seller and the Purchaser shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written informationretain, and each of the Seller and the Purchaser, for so long as they own the Shares, shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees availablecause the Company to retain, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers papers, records and all material records or other documents relating thereto, to Tax matters of the Company for each taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the period statute of time beginning on limitations of the Closing Date taxable periods to which such Returns and ending on 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, and (ii) six years following the due date on which taxes may no longer be assessed under the applicable statutes of limitation, including the period of waivers or extensions thereof (without extension) for such Returns. Any information obtained under this Section 13(c)(ii) 6.06 shall be kept confidential, confidential in accordance with Section 5.03 except as may be otherwise necessary in connection with the filing of returns Returns or claims for refund or in conducting any an audit or other proceeding.

Cooperation and Exchange of Information. Purchasers The Vendors, the Subsidiaries and the Purchaser shall provide Sellers each other with such cooperation and information as Sellers any of them reasonably may request of the others in connection with respect to the their respective business operations including, without limitation, litigation matters, accounting matters, filing of any Tax Return, amended Return or claim for refund, the determination of determining a liability for Taxes, Taxes or a right to a refund of Taxes, Taxes or the conduct of in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include include, without limitation, providing copies of all relevant ReturnsTax Returns or portions thereof, together with accompanying schedules and related work papers, papers and documents relating to rulings or other determinations by taxing Taxing authorities, and records concerning the ownership and tax basis of property, which Purchasers may possess concerning the Business. Purchasers Each party shall make its employees available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding Each party shall, upon written request from the foregoingother party, Purchasers provide such factual information reasonably necessary for litigation matters, accounting matters, filing Tax Returns, Tax planning, contesting any Tax audit or for such other reasonable purposes. In addition, if the Purchaser intends to offer employment to a former employee of the Vendors, the Vendors shall, at the request of the Purchaser, provide the Purchaser with any records or files relative to any such former employee. Vendors shall maintain and safeguard all information relating to accounting matters, Tax returns, Tax planning, contesting Tax amounts or litigation and all files relating to former employees and shall not destroy it without at least 30 days prior written notice to Purchaser. Any information or copies thereof retained or acquired by the Vendors that relates to any of the Purchased Assets or Business shall be maintained as confidential by the Vendors and shall not be required to prepare any documents, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers used by the Vendors for any reasonable out-of-pocket costs incurred by Purchasers in providing purpose that would be contrary to the interests of or competitive with the Purchaser or that would impair the value to the Purchaser of any Return, document or other written information, and shall reimburse Purchasers for any reasonable out-of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules and work papers and all material records or other documents relating thereto, until the expiration of the period Purchased Assets or the Business. Any such information shall cease to be confidential if such information has been publicly disseminated other than as a result of time beginning on disclosure by any of the Closing Date and ending on the date on which taxes may no longer be assessed under the applicable statutes of limitationVendors or by their directors, including the period of waivers officers, shareholders, owners, agents or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidential, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting any audit or other proceedingrepresentatives.

Cooperation and Exchange of Information. Purchasers (a) As soon as practicable, but in any event within thirty (30) days after Investor's request, from and after the Closing Date, Parent shall provide Sellers Investor with such cooperation and shall deliver to Investor such information and data concerning the pre-Closing operations of the Partnership and the UT Contributed Business and make available such knowledgeable employees of the Partnership and the UT Contributed Business as Sellers Investor may reasonably request, in order to enable Investor to complete and file all Returns which it may request be required to file with respect to the filing operations and business of the Partnership and the UT Contributed Business through the Closing Date or to respond to audits by any ReturnTaxing Authorities with respect to such operations and to otherwise enable Investor to satisfy its internal accounting, amended Return or claim for refund, the determination of a liability for Taxes, or a right to refund of Taxes, or the conduct of any audit or tax and other proceeding in respect of Taxeslegitimate requirements. Such cooperation and information shall include provision of powers of attorney for the purpose of signing Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the Partnership and the UT Contributed Business, and providing copies of all relevant Returns, together with accompanying schedules and related work papersworkpapers, documents relating to rulings or other determinations by taxing authorities, any Taxing Authority and records concerning the ownership and tax basis of property, which Purchasers Parent or its Affiliates may possess concerning the Businesspossess. Purchasers Parent shall make its employees and facilities available to Sellers on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding . (b) For a period of seven (7) years after the foregoing, Purchasers shall not Closing Date or such longer period as may be required to prepare any documentsby law, or determine any information not ten in its possession in response to a request under this Section 13(c)(ii) Sellers shall reimburse Purchasers for any reasonable out-of-pocket costs incurred by Purchasers in providing any Return, document or other written informationParent shall, and shall reimburse Purchasers for any reasonable out-cause its Affiliates to, retain, and neither destroy nor dispose of-pocket costs (excluding regular wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Except as otherwise provided in this Agreement, Purchasers shall retain all Returns, schedules books and work papers records (including computer files) of, or with respect to the activities of, the Partnership and the UT Contributed Business for all material taxable periods ending on or prior to the Closing Date. Thereafter, Parent shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to Investor in writing at Investor's expense and Investor fails to accept such offer within sixty (60) days of its being made. (c) Parent and Investor and their respective Affiliates shall cooperate in the preparation of all Returns relating in whole or other documents relating thereto, until the expiration of the period of time beginning 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 prior years' Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the preparation of such Returns, and ending on furnishing such other information within such party's possession requested by the date on party filing such Returns as is relevant to their preparation. In the case of any state, local or foreign joint, consolidated, combined, unitary or group relief system Returns, such cooperation shall also relate to any other taxable periods in which taxes may no longer be assessed under one party could reasonably require the applicable statutes assistance of limitationthe other party in obtaining any necessary information. (d) Investor shall have the right, including the period of waivers or extensions thereof Any information obtained under this Section 13(c)(ii) shall be kept confidentialat its own expense, except as may be otherwise necessary in connection with the filing of returns or claims for refund or in conducting to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other proceedingadjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to the Partnership or the UT Contributed Business. Parent shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to all other Taxes with respect to the Partnership or the UT Contributed Business. Investor shall furnish Parent and its Affiliates with its cooperation in a man- ner comparable to that described in paragraph (a) of this Section to effect the purposes of this Section.