Common use of Cooperation, Exchange of Information and Record Retention Clause in Contracts

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize that the other party will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNA, Buyer and their respective Affiliates shall (i) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Company for taxable periods ending on or prior to the Closing Date and for the Straddle Period for the longer of (x) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including any extension thereof and (ii) allow the agents and representatives of each other, upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA and Buyer may deem reasonably necessary or appropriate from time to time. The holder of any records, books, workpapers, reports, correspondence and other similar materials shall provide the other party with written notice thirty (30) days prior to transferring, destroying or discarding the last copy of any such materials and such other party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to Each of the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize parties recognizes that the other party and its affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or regarding Tax matters of the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNASellers and Buyer shall, Buyer and shall cause their respective Affiliates shall affiliates (including, in the case of Buyer, the Company) to (i) retain and maintain all such records records, including all Tax Returns, schedules and work papers, books, records and other documents in its or their possession relating to Tax matters of the Company for each Pre-Closing Tax Period and for any Straddle Period until expiration of the statute of limitations of the taxable periods ending on or prior to which such Tax Returns and other documents relate (giving effect to any valid extensions requested by the other party and made known to the Closing Date and for the Straddle Period for the longer of party requesting such documentation) plus six (x6) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitationsmonths, including any extension thereof and (ii) allow the other party or parties (as appropriate) and its or their agents and representatives (and agents or representatives of each otherany affiliates), upon reasonable notice and at mutually convenient times times, to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as CBNA and Buyer such party or parties may deem reasonably necessary or appropriate from time to time. The holder , (iii) execute any document (including any power of attorney) that may be necessary or reasonably helpful in connection with any recordsTax Claim or the filing of a Tax Return or refund with respect to the Company and (iv) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, workpapers, reports, correspondence records and other similar materials shall documents and provide additional facts, insights or views as reasonably requested by the other party or parties, in each case, that may be necessary or helpful in connection with any Tax Returns or Tax Claims of the Company. Buyer shall cause the Company to provide Sellers with written notice thirty (30) 90 days prior to transferring, destroying or discarding the last copy of any such materials records, books, work papers, reports, correspondence and such other party similar materials, and Sellers shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 8.1.4 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Buyer From and CBNA shall provide each otherafter the Closing Date until the Tax Indemnity Termination Date Purchaser, the Company, and Seller shall, and shall cause their respective Affiliatesrepresentatives to, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits mutually cooperate with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other the Tax matters covered in by this Article VI. Each such party ARTICLE VIII, which shall make its include making employees available on a mutually convenient basis at reasonable times during regular business hours to provide explanations additional information or explanation of any documents materials or information provided hereunder. documents, (b) Buyer and CBNA recognize that the other party will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNA, Buyer and their respective Affiliates shall (iii) retain and maintain all such books and records including all Tax Returns, schedules and work papers, records and other documents in their possession relating with respect to Tax matters of pertinent to the Company for relating to any taxable periods ending on or prior to period beginning before the Closing Date Date, and for the Straddle Period for the longer of abide by all record retention agreements entered into with any taxing authority, (xiii) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including any extension thereof furnish such books and (ii) allow the agents and representatives of each other, records upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA and Buyer may deem reasonably necessary or appropriate from time to time. The holder of any records, books, workpapers, reports, correspondence and other similar materials shall provide request by the other party and (iv) mutually cooperate in filing all necessary Tax Returns (including amended Tax Returns and claims for refund) under applicable Law and with written notice thirty (30) days prior respect to transferringany audit, destroying litigation or discarding other Proceeding with respect to Taxes, including executing and delivering appropriate and customary forms and authorizations, as appropriate, when the last copy of requesting party reasonably requires such forms in connection with any such materials and such other Tax dispute or claim for refund. Any request for information or documents pursuant to this Section 8.03 shall be made by the requesting party shall have the right, at its expense, to copy or take any such materialsin writing. Any information obtained under this Section 6.9(b) 8.03 shall be kept confidential confidential, except (i) as otherwise reasonably may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. contesting any proposed Tax assessment or as may be otherwise reasonably required by applicable Law, or to enforce rights under this Agreement, or (cii) Neither Party nor for any of its Affiliates shall be entitled to any information regarding, any access to, any right to review external disclosure in audited financial statements or any right to obtain any consolidated, combined, affiliated regulatory filings which a party reasonably believes is required by applicable Law or unitary Tax Return which includes CBNA stock exchange or Buyer, except to similar applicable rules. Notwithstanding the extent that such information exclusively relates to the Companyforegoing, and providedin addition to all other obligations imposed by this Section 8.03 each of Seller and Purchaser agree to give the other party reasonable written notice prior to transferring, however, that Buyer shall be entitled destroying or discarding any files and records with respect to a copy Tax matters of a pro forma Tax Return for the Company for any Pre-Closing Tax Periodand, if the other party so requests, to allow the other party to take possession of such files and records.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA The parties recognize that the other each party will may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Companies held by Buyer, CBNA Seller or the Company to the extent such records and information pertain to events occurring on its Affiliates or prior to the Closing DateBuyer or its Affiliates; therefore, from and after the Closing Date, CBNAeach party shall, Buyer and their respective shall cause its applicable Affiliates shall (iincluding the Transferred Subsidiaries), officers, employees, agents, auditors and representatives to, (A) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Company Transferred Subsidiaries for each Pre-Closing Tax Period and any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods ending on to which such Tax Returns and other documents relate (giving effect to any valid extensions) or prior to the Closing Date and for the Straddle Period for the longer of (x) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including any extension thereof and (ii) six years following the due date for such Tax Returns (giving effect to any valid extensions), (B) allow the other parties, their Affiliates and their agents and representatives (and agents or representatives of each otherany of their Affiliates), upon reasonable notice and at mutually convenient times times, to access employees and to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA and Buyer such parties may deem reasonably necessary or appropriate from time to timetime and (C) as reasonably requested by any party, cooperate and make employees available to provide additional information or explanation of materials or documents. The holder Each of Seller and Buyer shall provide the other with written notice thirty (30) calendar days prior to the transfer, destruction or disposal of the last copy of any records, books, workpaperswork papers, reports, correspondence and other similar materials shall provide and the other party with written notice thirty (30) days prior to transferring, destroying or discarding the last copy of any such materials and such other party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 8.6 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. . Notwithstanding the foregoing or anything else to the contrary in this Agreement, (c) Neither Party nor i)Buyer, its Affiliates and its agents and representatives (and agents or representatives of any of its Affiliates Affiliates) shall be entitled have no access to any information regarding, any access to, any or right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA Seller or Buyerany of its Affiliates; and (ii) Seller, its Affiliates and its agents and representatives (and agents or representatives of any of its Affiliates) shall have no access to or right to review or obtain any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates, except in each case to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax PeriodTransferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. (ai) Buyer Each of Corix and CBNA IIF Subway shall provide each otherto CIUS, and shall cause their respective Affiliates, officers, employees, agents, auditors Affiliates and representatives reasonably Representatives to provide each otherto CIUS, and (ii) CIUS shall provide to Corix and IIF Subway, and shall cause its Affiliates and Representatives to provide to Corix and IIF Subway, with such cooperation and information relating to the Company Taxes (including cooperation relating with respect to any audit request) audit), as any of them reasonably may request of anotherrequest, including in (iA) in preparing and filing any Tax Return (including pro-forma Tax Returns)Return, amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (iiB) in resolving all disputes and audits with respect to all Taxable taxable periods relating to Taxes; (C) contesting or compromising any Tax Claim; (D) determining a Tax liability or a right to a refund of Taxes; (E) participating in or conducting any audit or other proceeding in respect of Taxes; and (iiiF) in connection with all other matters covered in this Article VIIX. Each such party Party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize The Parties agree that the other party will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNA, Buyer CIUS and their respective its Affiliates shall (i) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Company Corix, each Contributed Corix Entity, SWMAC, SWWC, and each SWWC Subsidiary for taxable periods ending on or prior to the Closing Date and for the each Straddle Period for the longer of (xA) the ten-seven- year period beginning on the Closing Date or (yB) the full period of the applicable statute of limitations, including excluding any extension thereof and (ii) allow the agents Representatives of IIF Subway, SWMAC Holdco, Corix, and representatives of each othertheir respective Affiliates, upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the recordsParty) as CBNA IIF Subway, SWMAC Holdco, Corix, and Buyer CIUS may deem reasonably necessary or appropriate from time to time. The holder of any records, books, workpapers, reports, correspondence and other similar materials shall provide the other party with written notice thirty (30) days prior to transferring, destroying or discarding the last copy of any such materials and such other party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 6.9(b9.7(b) 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Sellers and Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) Purchased Entities as any of them reasonably may request of another, including in (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable taxable periods relating to Taxes; and (iii) contesting or compromising any Tax Claim; (iv) determining a Tax liability or a right to a refund of Taxes; (v) participating in or conducting any audit or other proceeding in respect of Taxes; and (vi) connection with all other matters covered in this Article VIVIII. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Sellers and Buyer and CBNA recognize that the other party Sellers will need access, access from time to time, time after the Closing Date, Date to certain accounting and Tax records and information held by Buyer, CBNA or the Company Purchased Entities to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, the Sellers and Buyer agree that from and after the Closing Date, CBNASellers, Buyer Buyer, and their respective Affiliates shall (i) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Company Purchased Entities for taxable periods ending on or prior to the Closing Date and for the Straddle Period for the longer of (x) the ten-year seven (7)-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including any extension thereof and (ii) allow the agents and representatives of each other, upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA the Sellers and Buyer may deem reasonably necessary or appropriate from time to time. The Sellers and Buyer agree that the holder of any records, books, workpapers, reports, correspondence and other similar materials shall provide the other party Party with written notice thirty (30) calendar days prior to transferring, destroying or discarding the last copy of any such materials and such other party Party shall have the right, at its expense, to copy or take any such materials; provided that such other Party provide written notice stating its intent to copy or take such materials no later than twenty (20) days after having received notice that such materials are being transferred, destroyed or discarded. Any information obtained under this Section 6.9(b8.7(b) 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. (c) Neither Party nor Notwithstanding any other provision of its Affiliates this Agreement to the contrary, Buyer shall not be entitled to any information regardinginformation, whether in connection with the preparation and filing of Tax Returns, any access toTax proceeding, any right or otherwise relating to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA the Sellers or Buyerany of their respective Affiliates, except to the extent that for any such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a (including separate pro forma Tax Return for Returns or other similar information) relating solely to any Purchased Entity or the Company for any Pre-Closing Tax PeriodPurchased Assets.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to Each of the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize parties recognizes that the other party and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or regarding Tax matters of the Acquired Company to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNAHTC and Seller and Buyer shall, Buyer and shall cause their respective Affiliates shall (including, in the case of Buyer, the Acquired Company) to (i) retain and maintain all such records records, including all Tax Returns, schedules and work papers, books, records and other documents in its or their possession relating to Tax matters of the Acquired Company for each Pre-Closing Tax Period and for any Straddle Period until expiration of the statute of limitations of the taxable periods ending on or prior to which such Tax Returns and other documents relate (giving effect to any valid extensions requested by the other party and made known to the Closing Date and for the Straddle Period for the longer of party requesting such documentation) plus six (x6) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitationsmonths, including any extension thereof and (ii) allow the other party or parties (as appropriate) and its or their agents and representatives (and agents or representatives of each otherany Affiliates), upon reasonable notice and at mutually convenient times times, to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as CBNA and Buyer such party or parties may deem reasonably necessary or appropriate from time to time. The holder , (iii) execute any document (including any power of attorney) that may be necessary or reasonably helpful in connection with any recordsTax Claim or the filing of a Tax Return or refund with respect to the Acquired Company and (iv) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, workpapers, reports, correspondence records and other similar materials shall documents and provide additional facts, insights or views as reasonably requested by the other party or parties, in each case, that may be necessary or helpful in connection with any Tax Returns or Tax Claims of the Acquired Company. Buyer shall cause the Acquired Company to provide HTC or Seller with written notice thirty (30) 90 days prior to transferring, destroying or discarding the last copy of any such materials records, books, work papers, reports, correspondence and such other party similar materials, and HTC or Seller shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 11.5 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Sellers and Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) Purchased Entities as any of them reasonably may request of another, including in (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable taxable periods relating to Taxes; and (iii) contesting or compromising any Tax Claim; (iv) determining a Tax liability or a right to a refund of Taxes; (v) participating in or conducting any audit or other proceeding in respect of Taxes; and (vi) connection with all other matters covered in this Article VIVIII. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Sellers and Buyer and CBNA recognize that the other party Sellers will need access, access from time to time, time after the Closing Date, Date to certain accounting and Tax records and information held by Buyer, CBNA or the Company Purchased Entities to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, the Sellers and Buyer agree that from and after the Closing Date, CBNASellers, Buyer Buyer, and their respective Affiliates shall (i) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Company Purchased Entities for taxable periods ending on or prior to the Closing Date and for the Straddle Period for the longer of (x) the ten-year seven (7)-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including any extension thereof and (ii) allow the agents and representatives of each other, upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA the Sellers and Buyer may deem reasonably necessary or appropriate from time to time. The Sellers and Buyer agree that the holder of any records, books, workpapers, reports, correspondence and other similar materials shall provide the other party Party with written notice thirty (30) calendar days prior to transferring, 57 destroying or discarding the last copy of any such materials and such other party Party shall have the right, at its expense, to copy or take any such materials; provided that such other Party provide written notice stating its intent to copy or take such materials no later than twenty (20) days after having received notice that such materials are being transferred, destroyed or discarded. Any information obtained under this Section 6.9(b8.7(b) 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. (c) Neither Party nor Notwithstanding any other provision of its Affiliates this Agreement to the contrary, Buyer shall not be entitled to any information regardinginformation, whether in connection with the preparation and filing of Tax Returns, any access toTax proceeding, any right or otherwise relating to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA the Sellers or Buyerany of their respective Affiliates, except to the extent that for any such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a (including separate pro forma Tax Return for Returns or other similar information) relating solely to any Purchased Entity or the Company for any Pre-Closing Tax PeriodPurchased Assets.

Cooperation, Exchange of Information and Record Retention. (a) Buyer Purchaser and CBNA shall provide each otherthe Conveyed Companies, on the one hand, and shall cause their respective AffiliatesSellers on the other hand, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize that the other party Party and their Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or the Company other Party to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNASellers, Buyer Purchaser and the Conveyed Companies (including their respective Affiliates Affiliates) shall (i) retain and maintain all such records including all Tax Returns, schedules and work papersworkpapers, books, records and other documents in their its possession relating to Tax matters of the each Conveyed Company for each taxable periods period ending on or prior to the Closing Date and for the any Straddle Period for until the longer later of (xA) the ten-year period beginning on expiration of the Closing Date statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (yB) the full period date on which all Tax Attributes of the applicable statute of limitationsConveyed Companies expire (giving effect to any valid extensions), including any extension thereof and (ii) allow the other Party and its agents and representatives (and agents or representatives of each otherany of its Affiliates), upon reasonable notice and at mutually convenient times times, to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA and Buyer such Party may deem reasonably necessary or appropriate from time to time, (iii) execute any document (including any power of attorney) that may be necessary or reasonably helpful in connection with any Tax Claim or the filing of a Tax Return or refund with respect to the Conveyed Companies and (iv) use reasonable best efforts to obtain Tax Returns, schedules and workpapers, books, records and other documents and provide additional facts, insights or views as reasonably requested by the other Party, in each case, that may be necessary or helpful in connection with any Tax Returns or Tax Claims of the Conveyed Companies. The holder Each Party shall provide the other Party with written notice ninety (90) days prior to transferring, destroying or discarding the last copy of any of any records, books, workpapers, reports, correspondence and other similar materials shall provide materials, and the other party with written notice thirty (30) days prior to transferring, destroying or discarding the last copy of any such materials and such other party Party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 6.9(b5.10(h) 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to Each of the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize parties recognizes that the other party parties and their respective Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or regarding Tax matters of the Company Bank to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNASeller and Buyer shall, Buyer and shall cause their respective Affiliates shall (including, in the case of Buyer, the Bank) to (i) retain and maintain all such records records, including all Tax Returns, schedules and work papers, books, records and other documents in its or their possession relating to Tax matters of the Company Bank for each Pre-Closing Tax Period and for any Straddle Period until expiration of the statute of limitations of the taxable periods ending on or prior to which such Tax Returns and other documents relate (giving effect to any valid extensions requested by the other party and made known to the Closing Date and for the Straddle Period for the longer of party requesting such documentation) plus six (x6) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitationsmonths, including any extension thereof and (ii) allow the any other party or parties (as appropriate) and its or their agents and representatives (and agents or representatives of each otherany Affiliates), upon reasonable notice and at mutually convenient times times, to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as CBNA and Buyer such party or parties may deem reasonably necessary or appropriate from time to time. The holder , (iii) execute any document (including any power of attorney) that may be necessary or reasonably helpful in connection with any recordsTax Claim or the filing of a Tax Return or refund with respect to the Bank and (iv) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, workpapers, reports, correspondence records and other similar materials shall documents and provide additional facts, insights or views as reasonably requested by the other party or parties, in each case, that may be necessary or helpful in connection with any Tax Returns or Tax Claims of the Bank. Buyer shall cause the Bank to provide Seller with written notice thirty ninety (3090) days prior to transferring, destroying or discarding the last copy of any such materials records, books, work papers, reports, correspondence and such other party similar materials, and Seller shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 6.05 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Buyer Newquay and CBNA Pluto shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company Rover (including cooperation relating with respect to any audit request) audit), as any of them reasonably may request of another, including in (i) in preparing and filing any Tax Return (including pro-forma Tax Returns)Return, amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable taxable periods relating to Taxes; and (iii) contesting or compromising any Tax Claim; (iv) determining a Tax liability or a right to a refund of Taxes; (v) participating in or conducting any audit or other proceeding in respect of Taxes; and (vi) connection with all other matters covered in this Article VIVIII. Each such party Party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. To the extent reasonably requested by Newquay, Pluto shall cause Rover to authorize by appropriate powers of attorney such Persons as Newquay shall designate to represent Rover with respect to subclauses (i)-(vi) of this Section 8.8(a). (b) Buyer Newquay and CBNA Pluto recognize that the other party Newquay and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or the Company Rover to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, Newquay and Pluto agree that from and after the Closing Date, CBNA, Buyer Pluto and their respective its Affiliates shall (iA) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their possession relating to Tax matters of the Company Rover for taxable periods ending on or prior to the Closing Date and for the each Straddle Period for the longer of (x) the tenseven-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including excluding any extension thereof and (iiB) allow the agents and representatives of each otherNewquay and its Affiliates, upon reasonable notice and at mutually convenient times to inspect, review and make copies of such records (at the expense of the party requesting the recordsNewquay) as CBNA Pluto and Buyer Newquay may deem reasonably necessary or appropriate from time to time. The holder of any records, books, workpapers, reports, correspondence and other similar materials Pluto agrees that it shall provide the other party Newquay with written notice thirty (30) calendar days prior to transferring, destroying or discarding the last copy of any such materials and such other party Newquay shall have the right, at its expense, to copy or take any such materials; provided that Newquay provides written notice stating its intent to copy or take such materials no later than twenty (20) days after having received notice that such materials are being transferred, destroyed or discarded. Any information obtained under this Section 6.9(b8.8(b) 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. (c) Neither Party Notwithstanding any other provision of this Agreement or the Transition Services Agreement, (i) neither Pluto nor any of its Affiliates shall be entitled to any information regarding, any access relating to, any right to review or any right to obtain a copy of, any consolidated, combined, affiliated or unitary Tax Return which includes CBNA Newquay or Buyerany of its Affiliates and (ii) neither Newquay nor any of its Affiliates shall be entitled to any information relating to, except to the extent that such information exclusively relates to the Companyor a copy of, and any consolidated, combined, affiliated or unitary Tax Return which includes Pluto or any of its Affiliates; provided, however, that Buyer Pluto shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax PeriodRover.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA The Parties recognize that the other party will each Party may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Acquired Companies held by Buyer, CBNA Sellers or the Company to the extent such records and information pertain to events occurring on or prior to the Closing DateAcquired Companies; therefore, from and after the Closing Date, CBNAeach Party shall, Buyer and their respective shall cause its applicable Affiliates shall (iincluding the Acquired Companies), officers, employees, agents, auditors and representatives to, (A) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Company Acquired Companies for any Pre-Closing Tax Period until the later of (i) the expiration of the statute of limitations of the taxable periods ending on to which such Tax Returns and other documents relate (giving effect to any valid extensions) or prior to the Closing Date and for the Straddle Period for the longer of (x) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including any extension thereof and (ii) six years following the due date for such Tax Returns (giving effect to any valid extensions), (B) allow the agents other Parties, their Affiliates and representatives of each othertheir respective officers, employees, agents, auditors and representatives, upon reasonable notice and at mutually convenient times times, to access employees and to inspect, review and make copies of such records (at the expense of the party Party requesting the records) as CBNA and Buyer such Parties may deem reasonably necessary or appropriate from time to timetime and (C) as reasonably requested by any Party, cooperate and make employees available to provide additional information or explanation of materials or documents. The holder of any records, books, workpapers, reports, correspondence and other similar materials Parties shall provide the each other party with written notice thirty (30) 30 calendar days prior to transferring, destroying or discarding the last copy of any such records, books, work papers, reports, correspondence and other similar materials and such other party shall have the right, at its the requesting Parties’ expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 11.8 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to Each of the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize Parties recognizes that the other party Party and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or regarding Tax matters of the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNASeller and Purchaser shall, Buyer and Seller and Purchaser shall cause their respective Affiliates shall (including, in the case of the Purchaser, the Company) to (i) retain and maintain all such records records, including all Tax Returns, schedules and work papers, books, records and other documents in its or their possession relating to Tax matters of the Company for each taxable periods period ending on or prior to the Closing Date and for the any Straddle Period for the longer of (x) the ten-year period beginning on the Closing Date or (y) the full period until expiration of the applicable statute of limitationslimitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions), including any extension thereof and (ii) allow the other Party (as appropriate) and its agents and representatives (and agents or representatives of each otherany Affiliates), upon reasonable notice and at mutually convenient times times, to inspect, review and make copies of such records (at the expense of the party Party or Parties requesting the records) as CBNA and Buyer such Party or Parties may deem reasonably necessary or appropriate from time to time. The holder of any records, and (iii) use reasonable best efforts to obtain Tax Returns, schedules and work papers, books, workpapers, reports, correspondence records and other similar materials shall documents and provide additional facts, insights or views as reasonably requested by the other party Party or Parties, in each case, that may be necessary or helpful in connection with any Tax Returns or Tax Claims of the Company. Purchaser shall cause the Company to provide Seller with written notice thirty ninety (3090) days prior to transferring, destroying or discarding the last copy of any such materials records, books, work papers, reports, correspondence and such other party similar materials, and Seller shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 6.9(b5.13(g) 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to Each of the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize Parties recognizes that the other party Party and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or regarding Tax matters of the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNASellers and Buyer shall, Buyer and shall cause their respective Affiliates shall (including, in the case of Buyer, the Company) to (i) retain and maintain all such records records, including all Tax Returns, schedules and work papers, books, records and other documents in its or their possession relating to Tax matters of the Company for each Pre-Closing Tax Period and for any Straddle Period until expiration of the statute of limitations of the taxable periods ending on or prior to which such Tax Returns and other documents relate (giving effect to any valid extensions requested by the other party and made known to the Closing Date and for the Straddle Period for the longer of party requesting such documentation) plus six (x6) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitationsmonths, including any extension thereof and (ii) allow the other Party or Parties (as appropriate) and its or their agents and representatives (and agents or representatives of each otherany Affiliates), upon reasonable notice and at mutually convenient times times, to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as CBNA and Buyer such party or parties may deem reasonably necessary or appropriate from time to time. The holder , (iii) execute any document (including any power of attorney) that may be necessary or reasonably helpful in connection with any recordsTax Claim or the filing of a Tax Return or refund with respect to the Company and (iv) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, workpapers, reports, correspondence records and other similar materials shall documents and provide additional facts, insights or views as reasonably requested by the other party Party or Parties, in each case, that may be necessary or helpful in connection with any Tax Returns or Tax Claims of the Company. Buyer shall cause the Company to provide Sellers with written notice thirty ninety (3090) days prior to transferring, destroying or discarding the last copy of any such materials records, books, work papers, reports, correspondence and such other party similar materials, and Sellers shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 12.5 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA The Parties recognize that the other party will each Party may need access, from time to time, after the US/NL Closing DateDate or the JV Holdco Closing Date (as applicable), to certain accounting and Tax records and information of the Target Companies held by BuyerOmega, CBNA the Buyer Parties or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Dateany Target Company; therefore, from and after the US/NL Closing DateDate or the JV Holdco Closing Date (as applicable), CBNAeach Party shall, Buyer and their respective shall cause its applicable Affiliates shall (iincluding the Target Companies) and Representatives to use commercially reasonable efforts to (a) retain and maintain all such records records, including all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of a Target Company and JV Holdco for each Pre-Closing Tax Period and any Straddle Period until the Company for later of (i) the expiration of the statute of limitations of the taxable periods ending on to which such Tax Returns and other documents relate (giving effect to any valid extensions) or prior to the Closing Date and for the Straddle Period for the longer of (x) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations, including any extension thereof and (ii) six (6) years following the due date for such Tax Returns (giving effect to any valid extensions), (b) allow the agents other Parties, their Affiliates and representatives Representatives (and Representatives of each otherany of their Affiliates), upon reasonable notice and at mutually convenient times times, to access employees and to inspect, review and make copies of such records (at the expense of the party Party requesting the records), provided that such access shall be conducted in such a manner as not to interfere unreasonably with the normal operations of the Party providing such access, and (c) as CBNA reasonably requested by any Party, cooperate and Buyer may deem reasonably necessary make employees available at mutually convenient times to provide additional information or appropriate from time to time. The holder explanation of any records, books, workpapers, reports, correspondence and other similar materials shall provide the other party with written notice thirty (30) days prior to transferring, destroying or discarding the last copy of any such materials and such other party shall have the right, at its expense, to copy or take any such materialsdocuments. Any information obtained under this Section 6.9(b) 5.3 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. (c) Neither Party nor any of its Affiliates shall . Notwithstanding anything contained in this Agreement to the contrary, no Person will be entitled to any information regardingreview the Tax Returns, any access toTax working papers, any right to review financial statements or any right to obtain any consolidatedsimilar information, combinedin each case, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that they relate to Income Tax of Omega, the Direct Sellers, the Buyer Parties or any Affiliate of any such information exclusively relates to Party (other than the CompanyTarget Companies or JV Holdco) for any purpose, and provided, however, that Buyer shall be entitled to a copy including in connection with any Tax claim or other dispute (whether among the Parties or involving third Persons) or otherwise. In the event of a pro forma Tax Return for conflict between this Section 5.3 and Section 8.14, the Company for any Pre-Closing Tax Periodterms of this Section 5.3 shall control.

Cooperation, Exchange of Information and Record Retention. (a) Buyer Citigroup and CBNA Primerica shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) Primerica Group as any of them reasonably may request of anotherthe other, including in (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect conducting, participating in, contesting or compromising any Tax Claim, (iii) determining a Tax liability or a right to all Taxable periods relating to a refund of Taxes; , and (iiiiv) in connection with all other matters covered in addressed by this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunderAgreement. (b) Buyer and CBNA The parties recognize that the other each party will may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the members of the Primerica Group held by BuyerCitigroup, CBNA Primerica or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Datetheir respective Affiliates; therefore, from and after the Closing Date, CBNAeach party shall, Buyer and their respective Affiliates shall cause its applicable Affiliates, officers, employees, agents, auditors and representatives to, (i) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Company members of the Primerica Group for taxable periods ending on or prior to the each Pre-Closing Date and for the Tax Period any Straddle Period for until the longer later of (x) the ten-year period beginning on expiration of the Closing Date statute of limitations of the Taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (y) six years following the full period of the applicable statute of limitationsdue date for such Tax Returns (giving effect to any valid extensions), including any extension thereof and (ii) allow the other party, its Affiliates, agents and representatives (and agents or representatives of each otherany of its Affiliates), upon reasonable notice and at mutually convenient times times, to access employees and to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA and Buyer such parties may deem reasonably necessary or appropriate from time to timetime and (iii) as reasonably requested by any party, cooperate and make employees available to provide additional information or explanation of materials or documents. The holder Each of any records, books, workpapers, reports, correspondence and other similar materials the parties shall provide the other party with written notice thirty (30) 30 calendar days prior to transferring, destroying or discarding the last copy of any such records, books, work papers, reports, correspondence and other similar materials and such other party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 8 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. (c) Neither Party nor For the avoidance of doubt, Primerica, its Affiliates and its agents and representatives (and agents or representatives of any of its Affiliates Affiliates) shall be entitled have no access to any information regarding, any access to, any or right to review or any right to obtain any consolidated, combined, affiliated or unitary [income] Tax Return which includes CBNA Citigroup or Buyerany of its Affiliates, except to the extent that such information Tax Returns exclusively relates relate to the CompanyPrimerica Group. Notwithstanding the preceding sentence, and provided, however, that Buyer shall be entitled if Primerica reasonably needs access to a copy any portion of a pro forma Tax Return for described in the Company for any Pre-Closing Tax Periodpreceding sentence that does not exclusively relate to the Primerica Group, Citigroup shall provide such portion with appropriate redactions to remove information not relevant to the Primerica Group.

Cooperation, Exchange of Information and Record Retention. (a) Buyer and CBNA shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to Each of the Company (including cooperation relating to any audit request) as any of them reasonably may request of another, including (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect to all Taxable periods relating to Taxes; and (iii) in connection with all other matters covered in this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunder. (b) Buyer and CBNA recognize parties recognizes that the other party parties and their respective Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by Buyer, CBNA or regarding Tax matters of the Company Bank to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, from and after the Closing Date, CBNAParent and Buyer shall, and shall cause their Affiliates (including, in the case of Buyer, the Bank and the Buyer and their respective Affiliates shall Bank) to (i) retain and maintain all such records records, including all Tax Returns, schedules and work papers, books, records and other documents in its or their possession relating to Tax matters of the Company Bank for each Pre-Closing Tax Period and for any Straddle Period until expiration of the statute of limitations of the taxable periods ending on or prior to which such Tax Returns and other documents relate (giving effect to any valid extensions requested by the other party and made known to the Closing Date and for the Straddle Period for the longer of party requesting such documentation) plus six (x6) the ten-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitationsmonths, including any extension thereof and (ii) allow the any other party or parties (as appropriate) and its or their agents and representatives (and agents or representatives of each otherany Affiliates), upon reasonable notice and at mutually convenient times times, to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as CBNA and Buyer such party or parties may deem reasonably necessary or appropriate from time to time. The holder , (iii) execute any document (including any power of attorney) that may be necessary or reasonably helpful in connection with any recordsTax Claim or the filing of a Tax Return or refund with respect to the Bank or Parent and (iv) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, workpapers, reports, correspondence records and other similar materials shall documents and provide additional facts, insights or views as reasonably requested by the other party or parties, in each case, that may be necessary or helpful in connection with any Tax Returns or Tax Claims of the Bank or Parent. Buyer shall cause the Bank to provide Parent with written notice thirty ninety (3090) days prior to transferring, destroying or discarding the last copy of any such materials records, books, work papers, reports, correspondence and such other party similar materials, and Parent shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 6.05 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. (c) Neither Party nor any of its Affiliates shall be entitled to any information regarding, any access to, any right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA or Buyer, except to the extent that such information exclusively relates to the Company, and provided, however, that Buyer shall be entitled to a copy of a pro forma Tax Return for the Company for any Pre-Closing Tax Period.

Cooperation, Exchange of Information and Record Retention. (a) Buyer Citigroup and CBNA Primerica shall provide each other, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to provide each other, with such cooperation and information relating to the Company (including cooperation relating to any audit request) Primerica Group as any of them reasonably may request of anotherthe other, including in (i) in preparing and filing any Tax Return (including pro-forma Tax Returns), amended Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) in resolving all disputes and audits with respect conducting, participating in, contesting or compromising any Tax Claim, (iii) determining a Tax liability or a right to all Taxable periods relating to a refund of Taxes; , and (iiiiv) in connection with all other matters covered in addressed by this Article VI. Each such party shall make its employees available on a mutually convenient basis to provide explanations of any documents or information provided hereunderAgreement. (b) Buyer and CBNA The parties recognize that the other each party will may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the members of the Primerica Group held by BuyerCitigroup, CBNA Primerica or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Datetheir respective Affiliates; therefore, from and after the Closing Date, CBNAeach party shall, Buyer and their respective Affiliates shall cause its applicable Affiliates, officers, employees, agents, auditors and representatives to, (i) retain and maintain all such records including all Tax Returns, schedules and work papers, records and other documents in their its possession relating to Tax matters of the Company members of the Primerica Group for taxable periods ending on or prior to the each Pre-Closing Date and for the Tax Period any Straddle Period for until the longer later of (x) the ten-year period beginning on expiration of the Closing Date statute of limitations of the Taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (y) six years following the full period of the applicable statute of limitationsdue date for such Tax Returns (giving effect to any valid extensions), including any extension thereof and (ii) allow the other party, its Affiliates, agents and representatives (and agents or representatives of each otherany of its Affiliates), upon reasonable notice and at mutually convenient times times, to access employees and to inspect, review and make copies of such records (at the expense of the party requesting the records) as CBNA and Buyer such parties may deem reasonably necessary or appropriate from time to timetime and (iii) as reasonably requested by any party, cooperate and make employees available to provide additional information or explanation of materials or documents. The holder Each of any records, books, workpapers, reports, correspondence and other similar materials the parties shall provide the other party with written notice thirty (30) 30 calendar days prior to transferring, destroying or discarding the last copy of any such records, books, work papers, reports, correspondence and other similar materials and such other party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 6.9(b) 8 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. (c) Neither Party nor For the avoidance of doubt, Primerica, its Affiliates and its agents and representatives (and agents or representatives of any of its Affiliates Affiliates) shall be entitled have no access to any information regarding, any access to, any or right to review or any right to obtain any consolidated, combined, affiliated or unitary Tax Return which includes CBNA Citigroup or Buyerany of its Affiliates, except to the extent that such information Tax Returns exclusively relates relate to the CompanyPrimerica Group. Notwithstanding the preceding sentence, and provided, however, that Buyer shall be entitled if Primerica reasonably needs access to a copy any portion of a pro forma Tax Return for described in the Company for any Pre-Closing Tax Periodpreceding sentence that does not exclusively relate to the Primerica Group, Citigroup shall provide such portion with appropriate redactions to remove information not relevant to the Primerica Group.