Common use of Cooperation; Audits Clause in Contracts

Cooperation; Audits. In connection with the preparation and filing of Tax Returns, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, and any administrative or judicial proceedings relating to any Tax liabilities imposed on the Parent, the Sellers, the Purchaser, the Purchased Assets or the Southern Entities, (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, but not limited to, during normal business hours, the furnishing or making available of books and records, personnel (as reasonably required and at no cost to the other party), powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates or the defense of claims by Taxing Authorities as to the imposition of Taxes. The Parent, the Sellers, the Purchaser and the Southern Entities shall retain all Tax Returns, schedules and workpapers and all material records or other documents relating to all Taxes of the Purchased Assets, the Stock Sellers and the Southern Entities for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to extension, except to the extent notified by another party in writing of such extensions for the respective Tax periods, or (ii) seven years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers and the Purchaser shall maintain such Tax Returns, schedules, workpapers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpapers, records and documents. Each of (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers shall give the other parties reasonable written notice prior to destroying or discarding any such books or records and, if another party so requests, the other party shall take possession of such books and records. Any information obtained under this Section 4.11(c) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Cooperation; Audits. In connection with the preparation and filing of Tax Returns, Refund Requests, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, examinations and any administrative or judicial proceedings relating to any the Tax liabilities imposed on the Parent, the SellersCompany and Arcon Holdings -71- for all Pre-Closing Periods, the Purchaser, the Purchased Assets or Company and Arcon Holdings on the Southern Entities, (A) the Purchaser, (B) the Southern Entities, (C) the Parentone hand, and (D) the Sellers agree to furnish or cause to be furnished to Sellers' Representative on the other hand, will cooperate fully with each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, but not limited to, the furnishing or making available during normal business hours, at no cost to Sellers or Sellers' Representative (except out-of-pocket costs, excluding salaries and wages of personnel, provided such cooperation does not interfere with normal operations of the furnishing Company, Arcon Holdings or making available the Purchaser), of books and records, personnel (as reasonably required and at no cost to the other partyrequired), books of account, powers of attorney (or other materials with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials Post-Closing Period necessary or helpful for the preparation of such Tax ReturnsReturns or Refund Requests, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the defense of claims by Taxing Authorities Tax authorities as to the imposition of Taxes. The ParentWithout limiting the generality of the foregoing, the Sellers' Representative and its accountants and attorneys shall be entitled to examine books and records of the Company and Arcon Holdings, the Purchaser with respect to any Pre-Closing Period and the Southern Entities Post-Closing Period, and shall retain all Tax Returns, schedules and workpapers and all material records or other documents relating have reasonable access to all Taxes personnel of the Purchased AssetsCompany and Arcon Holdings, the Stock Sellers and the Southern Entities for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax including their cooperation in timely signing Returns and other documents relateRefund Requests and applying any current liability accruals to the payment of Taxes shown due thereon, without regard to extension, except to the extent notified by another party in writing necessary or helpful for purposes of such extensions for the respective Tax periods, preparing or (ii) seven years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers and the Purchaser shall maintain such Tax Returns, schedules, workpapers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpapers, records and documents. Each of (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers shall give the other parties reasonable written notice prior to destroying or discarding filing any such books or records and, if another party so requests, the other party shall take possession of such books and records. Any information obtained under this Section 4.11(c) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingobtaining Tax refunds with respect to all Pre-Closing Periods.

Cooperation; Audits. In connection with the preparation and filing of Tax Returns, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, and any administrative or judicial proceedings relating to any the Tax liabilities imposed on the Parent, the SellersSeller, the Purchaser, the Purchased Assets TDI Companies or the Southern EntitiesTDI Subsidiaries for all Pre-Closing Tax Periods, (A) the Purchaser, (B) the Southern EntitiesTDI Companies and the TDI Subsidiaries, (C) on the Parentone hand, and (D) the Sellers agree to furnish or cause to be furnished to Parent and the Seller, on the other hand, shall cooperate fully with each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, but not limited to, including during normal business hours, the furnishing or making available of books and records, personnel (as reasonably required and at no cost to the other party), books of account, powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the defense of claims by Taxing Authorities authorities as to the imposition of Taxes. The Parent, the SellersSeller, the Purchaser Purchaser, the TDI Companies and the Southern Entities TDI Subsidiaries shall retain all Tax Returns, schedules and workpapers work papers and all material records or other documents relating to all Taxes of the Purchased AssetsSeller, the Stock Sellers TDI Companies and the Southern Entities TDI Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to extension, except to the extent notified by another party in writing of such extensions for the respective Tax periods, or (ii) seven years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers Seller and the Purchaser shall maintain such Tax Returns, schedules, workpaperswork papers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpaperswork papers, records and documents. Each The Seller, on the one hand, and each of (A) the Purchaser, (B) the Southern EntitiesTDI Companies and the TDI Subsidiaries, (C) on the Parentother hand, and (D) the Sellers shall give the other parties party reasonable written notice prior to destroying or discarding any such books or records and, if another the other party so requests, the other party shall take possession of such books and records. Any information obtained under this Section 4.11(c4.6(e) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Cooperation; Audits. In connection with the preparation and filing of Tax Returns, Returns and audit examinations, obtaining tax clearance certificates in connection with transactions contemplated examinations relating to the Subject Companies by this Agreement, and any taxing authority or administrative or judicial proceedings relating to any Tax liabilities imposed on the resulting therefrom, Seller, Seller Parent, the Sellers, the Purchaser, Purchaser Parent and the Purchased Assets or the Southern EntitiesSubject Companies shall cooperate fully with one another, (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, including but not limited to, during normal business hours, to the furnishing or making available of books and records, personnel (as reasonably required and at no cost to the other partyrequired), books of account, powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the defense of claims by Taxing Authorities taxing authorities as to the imposition of Taxes. The After the Closing Date, Seller Parent shall control the conduct of all stages of any audit or other administrative or judicial proceeding with respect to Taxes for any Pre-Closing Period (other than any Interim Period with respect to which a short-period Tax Return described in Section 10.3(a) has not been filed), and Purchaser Parent shall control the conduct of all other audits or other administrative or judicial proceedings with respect to the Tax liability of the Subject Companies; provided, however, that if, with respect to any such audit or other proceeding which is controlled by Purchaser Parent or Seller Parent, as the Sellerscase may be, the Purchaser and the Southern Entities shall retain all any Tax Returns, schedules and workpapers and all material records or other documents relating to all Taxes of the Purchased Assets, the Stock Sellers and the Southern Entities adjustment is proposed which would be for the Tax period first ending after account of Seller Parent or Purchaser Parent, as the Closing Date and for all prior Tax periods until case may be, pursuant to this Article X, Purchaser Parent or Seller Parent, as the later of case may be, (i) shall give prompt notice to Seller Parent or Purchaser Parent, as the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relatecase may be, without regard to extension, except to the extent notified by another party in writing of such extensions for the respective Tax periodsproposed adjustment, or (ii) seven years following shall afford Seller Parent or Purchaser Parent, as the due date (without extension) for such Tax Returnscase may be, and each of the Parentits counsel a reasonable opportunity to participate in such proceeding including, without limitation, the Sellers right to participate in conferences with Tax authorities and to submit pertinent material in support of Seller Parent’s or Purchaser Parent’s, as the Purchaser case may be, position and (iii) shall maintain such Tax Returns, schedules, workpapers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpapers, records and documents. Each of (A) the Purchaser, (B) the Southern Entities, (C) the Parentnot, and (D) shall not permit their respective Affiliates to, accept such proposed adjustment or enter into any settlement or agreement which would be for Seller Parent’s or Purchaser Parent’s, as the Sellers shall give the other parties reasonable written notice prior to destroying or discarding any such books or records andcase may be, if another party so requests, the other party shall take possession of such books and records. Any information obtained account under this Section 4.11(c) Article X without Seller Parent’s or Purchaser Parent’s, as the case may be, written consent (which consent shall not be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingunreasonably withheld).

Cooperation; Audits. In connection with the preparation and filing of ------------------- Tax Returns, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, examinations and any administrative or judicial proceedings relating to any the income Tax liabilities imposed on the ParentCompany and its Subsidiaries for all Pre-Closing Periods, the Sellers, the Purchaser, the Purchased Assets or Company and its Subsidiaries on the Southern Entities, (A) the Purchaser, (B) the Southern Entities, (C) the Parentone hand, and (D) Parent and the Sellers agree to furnish or cause to be furnished to Seller on the other hand, will cooperate fully with each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, but not limited to, during normal business hours, the furnishing or making available on a timely basis of books and records, personnel (as reasonably required and at no cost to the other partyrequired), books of account, powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such income Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the defense of claims by Taxing Authorities taxing authorities as to the imposition of such income Taxes. The ParentWithout limiting the generality of the foregoing, Parent (and its representatives) shall be entitled to examine books and records of the SellersCompany and its Subsidiaries, the and Purchaser and the Southern Entities Company (and their representatives) shall retain all be entitled to examine the books and records of Parent and Seller, in each case with respect to any Pre-Closing Period, and shall have reasonable access to personnel of the Company and its Subsidiaries to the extent necessary or helpful for purposes of preparing or amending any income Tax Returns (including previously filed income Tax Returns, schedules and workpapers and ) or obtaining income Tax refunds with respect to all material records Pre-Closing Periods. Parent shall control the conduct of all stages of any audit or other documents relating administrative or judicial proceeding with respect to the income Tax liability for all Taxes Pre-Closing Periods, including such income Tax liability reflected on all income Tax Returns for any consolidated, combined or unitary group of which Seller or its Affiliates (other than the Purchased Assets, the Stock Sellers Company and its Subsidiaries) and the Southern Entities for Company or any of its Subsidiaries are members with respect to any taxable year or taxable period which, with respect to the Tax period first ending Company and its Subsidiaries, ends on or before the Closing Date but which, with respect to any other member of such consolidated, combined or unitary group, ends after the Closing Date and other than income Tax liability with respect to Taxes for all which accruals are set forth in Schedule 8.l(a); provided, however, that neither the Parent nor its representatives shall, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the income Tax periods until the later of (i) the expiration liability of the statute Purchaser, the Company or any Subsidiary for any taxable year or other taxable period (or portion thereof) after the Closing Date. Purchaser shall control the conduct of limitations all other audits or other administrative or judicial proceedings with respect to the Tax liability of the Company and its Subsidiaries; provided, however, that none of Purchaser, the Company, any of the Subsidiaries nor any of their representatives shall, without the prior written consent of Parent, which consent shall not be unreasonably withheld, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the income Tax periods liability of the Selling Group, the Company or any of its Subsidiaries for any taxable year or other taxable period (or portion thereof) ending on or prior to which such Tax Returns the Closing Date. Purchaser and Parent shall promptly forward to the other all written notifications and other documents relate, without regard communications from any taxing authority received by it or its Affiliates which could be expected to extension, give rise to any Tax audit or other proceeding relating to the Tax liability of the other Person and/or its affiliates. Purchaser and Parent shall also promptly forward to the other all written notifications and other written communications from any taxing authority received by it and its Affiliates relating to any income Tax audit or other proceeding relating to the income Tax liability of or with respect to the Company or any of its Subsidiaries for any Pre-Closing Period. The failure of Purchaser to forward to Parent such written notifications or written communications shall not excuse the Selling Group from its obligations under Sections 8.1 and 8.2A with respect to any increased income Tax liability directly or indirectly attributable to any such written notification or other communication except to the extent notified the Selling Group is materially prejudiced by another party in writing of such extensions for the respective Tax periods, or (ii) seven years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers and the Purchaser shall maintain such Tax Returns, schedules, workpapers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpapers, records and documents. Each of (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers shall give the other parties reasonable written notice prior to destroying or discarding any such books or records and, if another party so requests, the other party shall take possession of such books and records. Any information obtained under this Section 4.11(c) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingfailure.

Cooperation; Audits. In connection with the preparation and filing of Tax Returns, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, and any administrative or judicial proceedings relating to any Tax liabilities imposed the Taxes, Purchaser and the Company, on the Parent, the Sellers, the Purchaser, the Purchased Assets or the Southern Entities, (A) the Purchaser, (B) the Southern Entities, (C) the Parentone hand, and (D) Seller, on the Sellers agree to furnish or cause to be furnished to other hand, shall cooperate fully with each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, but not limited to, during normal business hours, the including by furnishing or making available during normal business hours of books and records, personnel (as reasonably required and at no cost to the other party), books of account, powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. The ParentWithout limiting the foregoing, Seller shall provide to Purchaser prior to Closing the relevant pro forma portion of all income and franchise Tax Returns filed by the Company for the five (5) most recent taxable years ending prior to the Closing Date, all Tax Returns not relating to income or franchise Taxes filed by the Company for which the applicable statutes of limitations (including any extensions or waivers thereof, whether automatic or permissive) have not yet expired and all Tax Returns obtained by Seller in connection with its acquisition of Xxxxxxx Xxxxxxxx, the SellersCompany and Xxxxxx Xxxxxxx Online which were filed by the sellers or their affiliates in those transactions in respect of the entities or businesses acquired by Seller. In furtherance of the foregoing, the Purchaser shall prepare a package of information necessary for Seller to file any consolidated, combined or unitary returns that include a Pre-Closing Tax Period (or portion thereof) within 120 calendar days following Closing. Seller, Purchaser and the Southern Entities Company shall retain all Tax Returns, schedules and workpapers work papers and all material records or other documents relating to all Taxes of the Purchased Assets, the Stock Sellers and the Southern Entities Company for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to including any extension, except to the extent notified by another party in writing of such extensions for the respective Tax periods, or (ii) seven (7) years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers Seller and the Purchaser shall maintain such Tax Returns, schedules, workpaperswork papers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpaperswork papers, records and documents. Each of (A) Seller, on the Purchaser, (B) the Southern Entities, (C) the Parentone hand, and (D) each of Purchaser and the Sellers Company, on the other hand, shall give the other parties party reasonable written notice prior to destroying or discarding any such books or records and, if another the other party so requests, the other party shall take possession of such books and recordsrecords prior to the destruction thereof. Any information obtained under this Section 4.11(c5.7(e) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Cooperation; Audits. In connection with the preparation and filing of Tax Returns, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, and any administrative or judicial proceedings relating to any Tax liabilities imposed the Taxes, Purchaser and the Company, on the Parent, the Sellers, the Purchaser, the Purchased Assets or the Southern Entities, (A) the Purchaser, (B) the Southern Entities, (C) the Parentone hand, and (D) Seller, on the Sellers agree to furnish or cause to be furnished to other hand, shall cooperate fully with each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, but not limited to, during normal business hours, the including by furnishing or making available during normal business hours of books and records, personnel (as reasonably required and at no cost to the other party), books of account, powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the defense of claims by Taxing Authorities as to the imposition of Taxes. The ParentWithout limiting the foregoing, Seller shall provide to Purchaser prior to Closing the relevant pro forma portion of all income and franchise Tax Returns filed by the Company for the five (5) most recent taxable years ending prior to the Closing Date, all Tax Returns not relating to income or franchise Taxes filed by the Company for which the applicable statutes of limitations (including any extensions or waivers thereof, whether automatic or permissive) have not yet expired and all Tax Returns obtained by Seller in connection with its acquisition of Fxxxxxx Xxxxxxxx, the SellersCompany and Mxxxxx Sxxxxxx Online which were filed by the sellers or their affiliates in those transactions in respect of the entities or businesses acquired by Seller. In furtherance of the foregoing, the Purchaser shall prepare a package of information necessary for Seller to file any consolidated, combined or unitary returns that include a Pre-Closing Tax Period (or portion thereof) within 120 calendar days following Closing. Seller, Purchaser and the Southern Entities Company shall retain all Tax Returns, schedules and workpapers work papers and all material records or other documents relating to all Taxes of the Purchased Assets, the Stock Sellers and the Southern Entities Company for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to including any extension, except to the extent notified by another party in writing of such extensions for the respective Tax periods, or (ii) seven (7) years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers Seller and the Purchaser shall maintain such Tax Returns, schedules, workpaperswork papers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpaperswork papers, records and documents. Each of (A) Seller, on the Purchaser, (B) the Southern Entities, (C) the Parentone hand, and (D) each of Purchaser and the Sellers Company, on the other hand, shall give the other parties party reasonable written notice prior to destroying or discarding any such books or records and, if another the other party so requests, the other party shall take possession of such books and recordsrecords prior to the destruction thereof. Any information obtained under this Section 4.11(c5.7(e) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

Cooperation; Audits. In connection with the preparation and filing of Tax Returns, Returns and audit examinations, obtaining tax clearance certificates in connection with transactions contemplated examinations by this Agreement, and any governmental taxing authority or administrative or judicial proceedings relating to any Tax liabilities imposed on the Parent, the Sellers, the Purchaser, the Purchased Assets or the Southern Entities, (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance resulting therefrom relating to the Purchased Assets or Subject Companies, Seller Parent, Purchaser and the Southern Entities includingSubject Companies will cooperate fully with one another, including but not limited to, during normal business hours, to the furnishing or making available of books and records, personnel (as reasonably required and at no cost to the other partyrequired), books of account, powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returnsreturns, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the defense of claims by Taxing Authorities taxing authorities as to the imposition of Taxes. The Parent, the Sellers, the Purchaser and the Southern Entities shall retain all Tax Returns, schedules and workpapers and all material records or other documents relating be entitled to all Taxes copies of the Purchased Assets, the Stock Sellers and the Southern Entities for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such any Tax Returns (or portions thereof) and other documents relate, without regard to extension, except related work papers to the extent notified by another party in writing that they relate to the Subject Companies. After the Closing Date, Seller Parent shall control the conduct of such extensions for the respective Tax periods, or (ii) seven years following the due date (without extension) for such Tax Returns, and each all stages of the Parent, the Sellers and the Purchaser shall maintain such Tax Returns, schedules, workpapers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpapers, records and documents. Each of (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers shall give the other parties reasonable written notice prior to destroying or discarding any such books or records and, if another party so requests, the other party shall take possession of such books and records. Any information obtained under this Section 4.11(c) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other administrative or judicial proceeding with respect to Taxes for which it has an indemnification obligation under Section 10.1 (other than with respect to a taxable year that includes an Interim Period as set forth below), and Purchaser shall control the conduct of all other audits or other administrative or judicial proceedings with respect to the Tax liability of the Subject Companies; provided, however, that if with respect to any such audit or other proceeding which is controlled by Purchaser any Tax adjustment is proposed which would be for the account of Seller Parent pursuant to this Article X, Purchaser (x) shall give prompt notice to Seller Parent of such proposed adjustment, (y) shall afford Seller Parent and its counsel a reasonable opportunity to participate in such proceeding including, without limitation, the right to participate in conferences with Tax authorities and to submit pertinent material in support of Seller Parent's position and (z) shall not, and shall not permit the Subject Companies to, accept such proposed adjustment or enter into any settlement or agreement which would be for Seller Parent's account under this Article X without Seller Parent's written consent. In the case of any taxable year that includes an Interim Period, the controlling party shall be whichever of Purchaser or Seller Parent would bear the greater Tax liability with respect to such Tax proceeding if the Tax authority was successful in such Tax proceeding; provided, however, that neither party shall settle such Tax proceeding without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding any other provision of this Agreement to the contrary, neither Seller Parent nor any affiliate thereof shall be entitled to participate in any Tax proceeding with respect to any consolidated, combined, affiliated or unitary Tax Return which includes Purchaser or any affiliate thereof (including any Subject Company), and neither Seller Parent nor any affiliate thereof shall be entitled to any information regarding or copy of any such Tax Return (or portion thereof), except, in either case, to the extent that such Tax proceeding or Tax Return (or portion thereof) relates to the applicable Subject Company or relates to a Tax adjustment which is for the account of Seller.

Cooperation; Audits. (a) In connection with the preparation and filing of Tax Returns, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, examinations and any administrative or judicial proceedings Actions relating to any the Tax liabilities imposed on the ParentGroup Companies (or any successor(s) thereof), the Sellers, the Purchaser, the Purchased Assets or the Southern Entities, (A) the Purchaser, (B) the Southern Entities, (C) the Parent, Buyer and (D) the Sellers agree to furnish or cause to be furnished to Seller shall cooperate fully with each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, but not limited to, during normal business hours, including the furnishing or making available during normal business hours of books and records, personnel (as reasonably required and at no cost to the other partyrequired), books of account, powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the pursuit or defense of claims Actions by Taxing Authorities as to the imposition of Taxes. The Parent, Buyer shall and shall cause the Sellers, the Purchaser and the Southern Entities shall Group Companies to (i) retain all books and records with respect to Tax Returns, schedules and workpapers and all material records or other documents matters pertinent to the Group Companies relating to all Taxes of the Purchased Assets, the Stock Sellers and the Southern Entities for the Tax any taxable period first ending after beginning before the Closing Date and for all prior Tax periods until the later of (i) the expiration of the applicable statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to extension, except to the extent notified by another party in writing of such extensions (including any extension thereof) for the respective Tax taxable periods, or and to abide by all record retention agreements entered into by any Group Company with any Taxing Authority and (ii) seven years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers and the Purchaser shall maintain such Tax Returns, schedules, workpapers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpapers, records and documents. Each of (A) the Purchaser, (B) the Southern Entities, (C) the Parent, and (D) the Sellers shall give the other parties Seller reasonable written notice prior to transferring, destroying or discarding any such books or and records and, if another party so requests, the other party and shall allow Seller to take possession of such books and records. Any information obtained under this Section 4.11(cSeller shall control any audit examination or other Action that is an audit or Action of the Consolidated Group even if such audit or Action includes the Group Companies. Seller shall control any audit examination or other Action that is an audit or Action of the Group Companies (and does not include other members of the Consolidated Group) to the extent that such audit or Action primarily relates to Indemnified Taxes, provided that Buyer shall have the right to participate in such audit or Action and Seller shall not settle or otherwise enter into an agreement with respect to the resolution thereof without the prior consent of Buyer, which shall not be kept confidentialunreasonably withheld, except conditioned or delayed. If such audit or Action of the Group Companies primarily relates to Taxes other than Indemnified Taxes, but relates in part to Indemnified Taxes, then Buyer shall control such audit or Action; provided that Seller shall have the right to participate in such audit or Action and Buyer shall not settle or otherwise enter into an agreement with respect to the resolution thereof without the prior consent of Seller, which shall not be unreasonably withheld, conditioned or delayed. Buyer and Seller shall, upon request, use commercially reasonable efforts to obtain any certificate or other document from any Person as may be otherwise necessary in connection to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the filing of Tax Returns or claims for refund or in conducting an audit or other proceedingtransactions contemplated hereby).

Cooperation; Audits. In connection with the preparation and filing of Tax ------------------- Returns, audit examinations, obtaining tax clearance certificates in connection with transactions contemplated by this Agreement, and any administrative or judicial proceedings relating to any the Tax liabilities imposed on or relating to the ParentSeller, the SellersDMS Tax Companies or the DMS Subsidiaries or with respect to the JCPIIG Assets or the Other Assets for all Pre-Closing Tax Periods, the Purchaser, the Purchased Assets or DMS Shares Companies and the Southern Entities, (A) DMS Subsidiaries on the Purchaser, (B) the Southern Entities, (C) the Parentone hand, and (D) the Sellers agree to furnish or cause to be furnished to Parent and the Seller on the other hand, shall cooperate fully with each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets or the Southern Entities including, but not limited to, during normal business hours, the furnishing or making available during normal business hours of books and records, personnel (as reasonably required and at no cost to the other party), books of account, powers of attorney (with respect to Pre-Closing Tax Periods and reasonably requested by the other party) or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations, the obtaining of tax clearance certificates examinations or the defense of claims by Taxing Authorities Tax authorities as to the imposition of Taxes. The Parent, the SellersSeller, the Purchaser Purchaser, the DMS Tax Companies and the Southern Entities DMS Subsidiaries shall retain all Tax Returns, schedules and workpapers work papers and all material records or other documents relating to all Taxes of the Purchased AssetsSeller, the Stock Sellers DMS Tax Companies and the Southern Entities DMS Subsidiaries for the Tax period first ending after the Closing Date and for all prior Tax periods until the later of (i) the expiration of the statute of limitations of the Tax periods to which such Tax Returns and other documents relate, without regard to extension, except to the extent notified by another party in writing of such extensions for the respective Tax periods, or (ii) seven years following the due date (without extension) for such Tax Returns, and each of the Parent, the Sellers Seller and the Purchaser shall maintain such Tax Returns, schedules, workpaperswork papers, records and documents in the same manner and with the same care it uses in maintaining its Tax Returns, schedules, workpaperswork papers, records and documents. Each The Seller, the Parent and JCPIIG, on the one hand, and each of (A) the Purchaser, (B) the Southern EntitiesDMS Shares Companies and the DMS Subsidiaries, (C) on the Parentother hand, and (D) the Sellers shall give the other parties party reasonable written notice prior to destroying or discarding any such books or records and, if another the other party so requests, the other party shall take possession of such books and recordsrecords prior to the destruction thereof. Any information obtained under this Section 4.11(c4.6(e) shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.