Common use of Cooperation and Exchange of Information Clause in Contracts

Cooperation and Exchange of Information. Sellers and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and tax basis of property, which either party may possess. Each party shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returns, schedules and workpapers and all material records, computer software and data maintained there under, or other documents relating thereto, until the expiration of the statute of limitations (including extensions) of the taxable years to which such returns and other documents relate and, unless such returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party to take possession of such books and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby).

Cooperation and Exchange of Information. Sellers Each party to this Agreement shall, and Purchaser shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information relating to the Acquired Ag Assets, the Assumed Ag Liabilities, the Ag Business, the Acquired H&N Assets, the Assumed H&N Liabilities and/or the H&N Business as either of them reasonably may request of the other in (a) filing any Tax Return, amended return Tax Return or claim for refund, (b) determining a liability for Taxes Taxes, an indemnity obligation under this Article VI, or a right to refund of Taxes or in Taxes, (c) conducting any audit Tax Proceeding, or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns, together (d) negotiating or renegotiating a ruling or agreement with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authorities and records concerning the ownership and tax basis of property, which either party may possessAuthority. Each party shall make its employees reasonably available on a mutually convenient basis to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costsso provided. Each party will shall retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant transferred entities for their respective Tax periods ending on or prior to the Closing Date until the later of (i) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (ii) seven (7) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the party holding such Tax Returns or other documents are offered to the other party, until the final determination may dispose of any payments which may be required in respect of such years under this Agreement and to give them after offering the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, documents at such other party’s own expense (provided that Purchaser and the Transferred Entities shall any such notice must in any event be entitled made in writing at least sixty (60) days prior to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebydisposition).

Cooperation and Exchange of Information. Sellers (i) Each party to this Agreement shall, and Purchaser shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information as either of them reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under this Section 6.9 or a right to refund of Taxes Taxes, or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither so provided. (ii) Each party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Second Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the party holding such Tax Returns or other documents are offered to the other party, until the final determination may dispose of any payments which may be required in respect of such years under this Agreement and to give them after offering the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of documents at such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)party’s own expense.

Cooperation and Exchange of Information. Sellers (i) Each party to this Agreement shall, and Purchaser shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information as either of them reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under this Section 9.10 or a right to refund of Taxes Taxes, or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither so provided. (ii) Each party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the party holding such Tax Returns or other documents are offered to the other party, until the final determination may dispose of any payments which may be required in respect of such years under this Agreement and to give them after offering the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of documents at such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)party’s own expense.

Cooperation and Exchange of Information. Sellers Equityholder and Purchaser Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended return or claim for refund, determining a liability for Taxes or a right Return pursuant to refund of Taxes this Article 5 or in conducting connection with any audit or other proceeding in respect of TaxesTaxes of the Company. Such cooperation and information shall include providing copies of all relevant Tax ReturnsReturns or portions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and tax basis of propertyTax Authorities, which either party may possess. Each party shall make its making employees available on a mutually convenient basis to provide additional information and explanation of any documents or information material provided hereunder. Notwithstanding , and the foregoing, neither party shall be required to prepare provision of any documents (except tax data packages referred to below)powers of attorney or similar authorizations, or determine any information not then in its possessionother designations, in response as may be necessary to a request under effectuate the intent of this Section 5.14(g)Article 5. Except as otherwise provided in this AgreementThe Equityholder and Buyer shall retain, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any returnor cause to be retained, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, records and all material records, computer software and data maintained there under, or other documents in their possession relating thereto, to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including extensions) of the taxable years periods to which such returns Tax Returns and other documents relate andrelate, unless such returns and other documents are offered without regard to extensions except to the extent notified by the other party, until the final determination of any payments which may be required Party in respect writing of such years under this Agreement and to give extensions for the other party reasonable notice prior respective Tax periods. Prior to transferring, destroying or discarding any such book Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, the Equityholder or computer software and data maintained there under, and, if Buyer (as the case may be) shall provide the other party so requests, shall allow Party with reasonable written notice and offer the other party Party the opportunity to take possession custody of such books and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)materials.

Cooperation and Exchange of Information. Sellers (a) Each party to this Agreement shall, and Purchaser shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information as either of them reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under this Article VI or a right to refund of Taxes Taxes, or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include reasonably providing copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpaperssupporting documentation, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information (including transfer pricing documentation), which either any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents so provided. (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salariesb) of making employees available, upon receipt of reasonable documentation of such costs. Each party will to this Agreement shall retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the Purchased Companies and their Subsidiaries for their respective Tax periods beginning on or before the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) five (5) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the party holding such Tax Returns or other documents are offered to the other party, until the final determination may dispose of any payments which may be required in respect of such years under this Agreement and to give them unless the other party reasonable first provides written notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party that it intends to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)documents at its own expense.

Cooperation and Exchange of Information. Sellers (a) Each Party shall, and Purchaser shall cause its Affiliates to, provide each to the other with Party such cooperation cooperation, documentation and information as either of them reasonably may request of the other in (i) preparing and filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity obligation under Article XII or a right to refund of Taxes or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation cooperation, documentation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities taxing authorities and relevant records concerning the ownership and tax Tax basis of property, which either party property and other relevant information that any such Party may possess. Each party Party shall make its employees reasonably available on a mutually convenient basis at its own cost to provide an explanation of any documents or information provided hereunder. Notwithstanding so provided. (b) Each Party shall retain (to the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then extent in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, possession or the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salariespossession of its Affiliates) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the Company and its Subsidiaries for its Tax periods ending on or prior to or including the Closing Date until the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate. Thereafter, unless the Party holding such returns and Tax Returns or other documents are offered to may dispose of them unless the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party Party provides reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if requests the other party so requests, shall allow the other party opportunity to take possession of such books and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation portion of such data packages. Purchaser Tax Returns and Sellers further agree, upon request, other documents that relate solely to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority the Company or any of its Subsidiaries at such other person as may Party’s own expense (provided, that any such notice must in any event be necessary made in writing at least sixty (60) days prior to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebysuch disposition).

Cooperation and Exchange of Information. Sellers (a) Each party to this Agreement shall, and Purchaser shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information as either of them reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability Liability for Taxes or a right to refund of Taxes or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities taxing authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either any such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither so provided. (b) Each party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the party holding such Tax Returns or other documents are offered to the other party, until the final determination may dispose of any payments which may be required in respect of such years under this Agreement and to give them after offering the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of documents at such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)party’s own expense.

Cooperation and Exchange of Information. Sellers (a) Each Contributor, on the one hand, and Purchaser the Companies, on the other hand, shall provide each to the other with Parties to this Agreement such cooperation cooperation, documentation and information as either of them reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability Liability for Taxes or a right to refund of Taxes or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities Tax Authorities, and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either party any such Party may possess. Each party Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information so provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response that relates to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder Combined Tax Return. (b) Each Party shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the Company Group for Pre-Closing Periods until the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate. Thereafter, unless Contributors, on the one hand, and the Companies, on the other hand, holding such returns and Tax Returns or other documents are offered to may dispose of them after offering the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party Party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under other documents at such other Party’s own expense. (c) Notwithstanding anything to the contrary in this Section 5.14(g) Agreement, no Party shall be kept confidentialrequired to deliver or otherwise provide cooperation, except as may be otherwise necessary in connection with the filing of returns documentation or claims for refund or in conducting any audit or other proceeding. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided information that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect is not related to the transactions contemplated hereby)operation of the business of the Companies or that it considers in good faith to be proprietary.

Cooperation and Exchange of Information. Sellers (a) From and Purchaser after the Closing, each Party shall, and shall cause its Affiliates to, provide each to the other with Party such cooperation cooperation, documentation and information relating to the Purchased Companies or their Subsidiaries or the Purchased Assets as either of them may reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes Taxes, or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either party any such Party may possess. Each party Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party so provided. (b) Each Party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the Party holding such Tax Returns or other documents are offered to may dispose of them after offering the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party Party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of documents at such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)Party’s own expense.

Cooperation and Exchange of Information. Sellers (a) Each Party shall, and Purchaser shall cause its Affiliates to, provide each to the other with Party such cooperation cooperation, documentation and information relating to the Purchased Companies or their Subsidiaries or the Purchased Assets as either of them may reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes Taxes, or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either party any such Party may possess. Each party Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party so provided. (b) Each Party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the Party holding such Tax Returns or other documents are offered to may dispose of them after offering the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party Party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of documents at such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)Party’s own expense.

Cooperation and Exchange of Information. Sellers (a) Each Party to this Agreement shall, and Purchaser shall cause its Affiliates to, provide each to the other with Party to this Agreement such cooperation cooperation, documentation and information as either of them reasonably may request of the other with respect to Tax matters, including in connection with (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or an indemnity or other obligation under this Article VII or a right to refund of Taxes or in to a Tax Benefit or credit or (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities taxing authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either party any such Party may possess. Each party Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party so provided. (b) Each Party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) eight (8) years following the due date (without extension) for such returns and other documents are offered to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party to take possession of such books and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)Returns.

Cooperation and Exchange of Information. Sellers The Company Stockholder and Purchaser Parent shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended return or claim for refund, determining a liability for Taxes or a right Return pursuant to refund of Taxes Section 5.06 or in conducting connection with any audit or other proceeding in respect of TaxesTaxes of the Company. Such cooperation and information shall include providing copies of all relevant Tax ReturnsReturns or portions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other determinations by Taxing Authorities tax authorities. The Company Stockholders and records concerning the ownership and tax basis of property, which either party may possess. Each party Parent shall make its employees available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, records and all material records, computer software and data maintained there under, or other documents in its possession relating thereto, to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of the statute of limitations (including extensions) of the taxable years periods to which such returns Tax Returns and other documents relate andrelate, unless such returns and other documents are offered without regard to extensions except to the extent notified by the other party, until the final determination of any payments which may be required Party in respect writing of such years under this Agreement and to give extensions for the other party reasonable notice prior respective Tax periods. Prior to transferring, destroying or discarding any such book Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date, the Company Stockholders or computer software and data maintained there under, and, if Parent (as the case may be) shall provide the other party so requests, shall allow Party with reasonable written notice and offer the other party Party the opportunity to take possession custody of Further Assurances. Following the Effective Date and following the Closing, or until the earlier termination of this Agreement in accordance with its terms, each of the Parties shall, and shall cause their respective Affiliates to, execute and deliver such books additional documents, instruments, conveyances and records or computer software assurances and data maintained thereunder. Any information obtained under this Section 5.14(g) shall be kept confidential, except take such further actions as may be otherwise necessary in connection with reasonably required to carry out the filing of returns or claims for refund or in conducting any audit or other proceeding. Purchaser provisions hereof and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect give effect to the transactions contemplated hereby)Contemplated Transactions.

Cooperation and Exchange of Information. Sellers (a) Each Party shall, and Purchaser shall cause its Affiliates to use commercially reasonable efforts to, provide each to the other with Party such cooperation cooperation, documentation and information relating to the Purchased Entity and its Subsidiaries or the Transferred Assets as either of them may reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes Taxes, or in (iii) conducting any audit or other proceeding in respect Tax Proceeding, including, as applicable, providing necessary powers of Taxes. Such cooperation and information shall include providing attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either party any such Party may possess. Each party Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunderso provided. Notwithstanding The Parties shall execute and deliver such powers of attorney and other documents as are necessary to carry out the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under provisions of this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder 7.1. (b) Each Party shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods (or portions thereof) ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless and (y) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the Party holding such Tax Returns or other documents are offered to may dispose of them after offering the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party Party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of documents at such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)Party’s own expense.

Cooperation and Exchange of Information. Sellers (a) Following the Closing, each party to this Agreement shall, and Purchaser shall cause its Affiliates to, provide each to the other with party to this Agreement such cooperation cooperation, documentation and information as either of them reasonably may request of the other in (i) preparing or filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability Liability for Taxes or a right to refund of Taxes or (iii) participating in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and tax basis of property, which either party may possessProceeding. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents so provided. (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salariesb) of making employees available, upon receipt of reasonable documentation of such costs. Each party will hereto shall retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the Transferred Entities for their respective Tax periods ending on or prior to, or including, the Closing Date until the later of (i) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (ii) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the party holding such Tax Returns or other documents are offered to the other party, until the final determination may dispose of any payments which may be required in respect of such years under this Agreement and to give them after offering the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records other documents at such other party’s own expense. (c) Notwithstanding anything to the contrary in this Agreement, in no event shall Purchaser or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) shall be kept confidential, except as may be otherwise necessary in connection with the filing any of returns or claims for refund or in conducting any audit or other proceeding. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall its Affiliates be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agreereceive or view, upon request, to use their commercially reasonable efforts to obtain or have any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including rights with respect to any Tax Proceeding relating to, (i) any Tax Return of Seller or any of its Affiliates (other than the transactions contemplated hereby)Transferred Entities) or (ii) any Combined Tax Return.

Cooperation and Exchange of Information. Sellers Seller and Purchaser Buyer shall provide each other with such cooperation and information as either of them or their respective Affiliates may reasonably may request of the other in filing any Tax Return, amended return Tax Return or claim for refundTax Refund, determining a liability for Taxes or a right to refund of Taxes a Tax Refund, or participating in or conducting any audit or other proceeding contest in respect of TaxesTaxes (a “Tax Contest”). Such cooperation and information shall include providing copies of all relevant Tax ReturnsReturns or portions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and tax basis of property, which either party may possessTax authorities. Each party and its Affiliates shall make its employees available on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, neither party Each of Seller and Buyer shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, records and all material records, computer software and data maintained there under, or other documents in its possession relating thereto, to Tax matters of the Company 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 (including extensions) of the taxable years Tax period to which such returns Tax Returns and other documents relate andrelate, unless such returns and other documents are offered without regard to extensions except to the other party, until the final determination of any payments which may be required extent notified in respect writing of such extensions for the respective Tax periods, or (ii) three years under this Agreement and to give following the other party reasonable notice prior to transferring, destroying or discarding any due date (without extension) for such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party to take possession of such books and records or computer software and data maintained thereunderTax Returns. Any information obtained under this Section 5.14(g) 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 any audit a contest or other proceeding. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages as otherwise may be required by Sellers within Applicable Law or the time periods established by the tax department rules of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)stock exchange.

Cooperation and Exchange of Information. Sellers The Seller and the Purchaser shall will provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Returnreturn, amended return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returnsreturns or portions thereof, together with accompanying schedules and related workpapers, work papers and documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and tax basis of property, which either party may possesstaxing authorities. Each party shall make its employees reasonably available on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, neither party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returns, schedules and workpapers work papers and all material records, computer software and data maintained there under, records or other documents relating thereto, to Tax matters of the Company for the taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations (including extensions) of the taxable years periods to which such returns and other documents relate andrelate, unless such returns and other documents are offered without regard to extensions except to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give extent notified by the other party reasonable notice prior to transferringin writing of such extensions for the respective Tax periods or (ii) eight years following the due date (without extension) for such returns; provided, destroying or discarding however, that a party shall not dispose of any such book and records materials if at least 90 Business Days before the later of the end of either of the periods described in clause (i) or computer software and data maintained there under, and, if (ii) the other party so requests, shall allow has notified the disposing party of its desire to review such material in which case such other party shall be given an opportunity, at its cost and expense, to take possession remove and retain all or any part of such books and records or computer software and data maintained thereundermaterials. Any information obtained under this Section 5.14(g) 7.04 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby).

Cooperation and Exchange of Information. Sellers (a) Each Party shall, and Purchaser shall cause its Affiliates to, provide each to the other with Party such cooperation cooperation, documentation and information relating to the Purchased Entities, the Specified Marketing Authorizations or the Business as either of them may reasonably may request of the other in connection with (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability or indemnity obligation for Taxes or a right to refund of Taxes Taxes, (iii) any financial statement in relation to Taxes, or in (iv) conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and tax basis of property, which either party may possessProceeding. Each party Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party so provided. (b) Each Party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) ten (10) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the Party holding such Tax Returns or other documents are offered to may dispose of them after offering the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party Party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under other documents at such other Party’s own expense. (c) Notwithstanding anything to the contrary in this Section 5.14(g) Agreement, neither Party shall be kept confidential, except as may be otherwise necessary in connection required to provide any Person with the filing of returns or claims for refund or in conducting any audit or other proceeding. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including Return of or with respect to the transactions contemplated herebyany consolidated, affiliated, fiscal, loss sharing, combined or similar group of which such Party or any of its Affiliates is a member (including any Consolidated Tax Return).

Cooperation and Exchange of Information. Sellers Seller and Purchaser shall provide each the other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended return Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or 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 Tax ReturnsReturns or portions thereof, together with accompanying schedules and related workpapers, work papers and documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and tax basis of property, which either party may possessany Governmental Authority. Each party shall, and shall cause its Affiliates to, make its employees employees, agents or other Representatives available on a mutually convenient basis to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, neither Each party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written informationshall, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees availablecause its Affiliates to, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers and all material records, computer software and data maintained there under, records or other documents relating thereto, to Tax matters of the Company and the Subsidiaries for the taxable period first ending after the Closing Date and for all prior taxable periods until the later of (i) the expiration of the statute of limitations (including extensions) of the taxable years periods to which such returns Tax Returns and other documents relate andrelate, unless such returns and other documents are offered without regard to extensions, except to the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give extent notified by the other party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party to take possession in writing of such books and records extensions for the respective Tax periods, or computer software and data maintained thereunder(ii) six (6) years following the due date (without extension) for such Tax Returns. Any information obtained under this Section 5.14(g) 10.05 shall be kept 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby).

Cooperation and Exchange of Information. Sellers (a) From and Purchaser after the Closing, each Party to this Agreement shall, and shall cause its Affiliates to, provide each to the other with Party to this Agreement such cooperation cooperation, documentation and information as either of them reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability Liability for Taxes or a right to refund of Taxes or in Taxes, (iii) conducting any audit Tax Proceeding or other proceeding in respect of Taxes(iv) making any Tax Election. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities taxing authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either party any such Party may possess. Each party Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party so provided. (b) Each Party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, of the relevant entities for their respective Tax periods ending on or prior to the Closing Date until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the Party holding such Tax Returns or other documents are offered to may dispose of them after offering the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party Party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of documents at such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)Party’s own expense.

Cooperation and Exchange of Information. Sellers Seller and Purchaser Buyer Parent shall provide each other with such cooperation and information as either of them or their respective Affiliates may reasonably may request of the other in filing any Tax Return, amended return Tax Return or claim for refundTax Refund, determining a liability for Taxes or a right to refund of Taxes a Tax Refund, or participating in or conducting any audit or other proceeding contest in respect of TaxesTaxes (a “Tax Contest”). Such cooperation and information shall include providing copies of all relevant Tax ReturnsReturns or portions thereof, together with accompanying schedules schedules, related work papers and related workpapers, documents relating to rulings or other determinations by Taxing Authorities and records concerning the ownership and tax basis of property, which either party may possessany Tax Authority. Each party and its Affiliates shall make its employees available on a basis mutually convenient basis to both parties to provide explanation explanations of any documents or information provided hereunder. Notwithstanding the foregoing, neither party Each of Seller and Buyer Parent shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, records and all material records, computer software and data maintained there under, or other documents in its possession relating thereto, to Tax matters of the Acquired 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 (including extensions) of the taxable years Tax period to which such returns Tax Returns and other documents relate andrelate, unless such returns and other documents are offered without regard to extensions except to the other party, until the final determination of any payments which may be required extent notified in respect writing of such extensions for the respective Tax periods, or (ii) three (3) years under this Agreement and to give following the other party reasonable notice prior to transferring, destroying or discarding any due date (without extension) for such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party to take possession of such books and records or computer software and data maintained thereunderTax Returns. Any information obtained under this Section 5.14(g) 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 any audit a contest or other proceeding. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages as otherwise may be required by Sellers within Applicable Law or the time periods established by the tax department rules of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)stock exchange.

Cooperation and Exchange of Information. Sellers (a) Each Party shall, and Purchaser shall cause its Affiliates to, provide each to the other with Party such cooperation cooperation, documentation and information relating to the Purchased Assets, the Assumed Liabilities, or the Business, as either of them may reasonably may request of the other in (i) filing any Tax Return, amended return Tax Return or claim for refund, (ii) determining a liability for Taxes or a right to refund of Taxes Taxes, or in (iii) conducting any audit or other proceeding in respect of TaxesTax Proceeding. Such cooperation and information shall include providing necessary powers of attorney, copies of all relevant portions of relevant Tax Returns, together with all relevant portions of relevant accompanying schedules and related workpapersrelevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and tax Tax basis of propertyproperty and other information, which either party any such Party may possess. Each party Party shall make its employees reasonably available on a mutually convenient basis at its cost to provide an explanation of any documents or information provided hereunder. Notwithstanding the foregoing, neither party so provided. (b) Each Party shall be required to prepare any documents (except tax data packages referred to below), or determine any information not then in its possession, in response to a request under this Section 5.14(g). Except as otherwise provided in this Agreement, the party requesting assistance hereunder shall reimburse the other for any reasonable out-of-pocket costs incurred in providing any return, document or other written information, and shall compensate the other for any reasonable costs (excluding wages and salaries) of making employees available, upon receipt of reasonable documentation of such costs. Each party will retain and maintain all returnsTax Returns, schedules and workpapers work papers, and all material records, computer software records and data maintained there under, or other documents relating theretoto Tax matters, in each case relating to the Purchased Assets, the Assumed Liabilities, or the Business for Tax periods ending on or prior to the Closing Date, until the later of (x) the expiration of the statute of limitations (including extensions) of for the taxable years Tax periods to which such returns the Tax Returns and other documents relate andrelate, unless or (y) eight (8) years following the due date (without extension) for such returns and Tax Returns. Thereafter, the Party holding such Tax Returns or other documents are offered to may dispose of them after offering the other party, until the final determination of any payments which may be required in respect of such years under this Agreement and to give the other party Party reasonable notice prior to transferring, destroying or discarding any such book and records or computer software and data maintained there under, and, if the other party so requests, shall allow the other party opportunity to take possession of such books Tax Returns and records or computer software and data maintained thereunder. Any information obtained under this Section 5.14(g) 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. Purchaser and the Transferred Entities shall fully and accurately complete and submit any tax data packages required by Sellers within the time periods established by the tax department of Chemtura consistent with past practices, provided that Purchaser and the Transferred Entities shall be entitled to reimbursement by the Sellers for reasonable incremental out-of-pocket costs and expenses incurred in the preparation of documents at such data packages. Purchaser and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby)Party’s own expense.