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

Cooperation, Exchange of Information and Record Retention. The parties recognize that each party may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Companies held by Seller or its Affiliates or Buyer or its Affiliates; therefore, from and after the Closing Date, each party shall, and shall cause its applicable Affiliates (including 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 its possession relating to Tax matters of the 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 to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (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 any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party requesting the records) as such parties may deem reasonably necessary or appropriate from time to time and (C) as reasonably requested by any party, cooperate and make employees available to provide additional information or explanation of materials or documents. 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, work papers, reports, correspondence and other similar materials and the other party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 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, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. The Each of the parties recognize recognizes that each the other party may and its affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information regarding Tax matters of the Companies held by Seller Company to the extent such records and information pertain to events occurring on or its Affiliates or Buyer or its Affiliatesprior to the Closing Date; therefore, from and after the Closing Date, each party Sellers and Buyer shall, and shall cause its applicable Affiliates their affiliates (including including, in the Transferred Subsidiaries)case of Buyer, officers, employees, agents, auditors and representatives to, the Company) to (Ai) 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 Transferred Subsidiaries Company for each Pre-Closing Tax Period and for any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensionsextensions requested by the other party and made known to the party requesting such documentation) or plus six (6) months, (ii) six years following the due date for such Tax Returns (giving effect to any valid extensions), (B) allow the other parties, their Affiliates party or parties (as appropriate) and its or their agents and representatives (and agents or representatives of any of their Affiliatesaffiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as such party or parties may deem reasonably necessary or appropriate from time to time 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 Company and (Civ) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, records and other 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 party, cooperate and make employees available Tax Returns or Tax Claims of the Company. Buyer shall cause the Company to provide additional information or explanation of materials or documents. Each of Seller and Buyer shall provide the other Sellers with written notice thirty (30) calendar 90 days prior to the transfertransferring, destruction destroying or disposal of discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials materials, and the other party Sellers shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 8.6 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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. The Each of the parties recognize recognizes that each party may the other parties and their respective Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information regarding Tax matters of the Companies held by Seller Bank to the extent such records and information pertain to events occurring on or its Affiliates or Buyer or its Affiliatesprior to the Closing Date; therefore, from and after the Closing Date, each party Seller and Buyer shall, and shall cause its applicable their Affiliates (including including, in the Transferred Subsidiaries)case of Buyer, officers, employees, agents, auditors and representatives to, the Bank) to (Ai) 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 Transferred Subsidiaries Bank for each Pre-Closing Tax Period and for any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensionsextensions requested by the other party and made known to the party requesting such documentation) or plus six (6) months, (ii) six years following the due date for such Tax Returns allow any other party or parties (giving effect to any valid extensions), (Bas appropriate) allow the other parties, their Affiliates and its or their agents and representatives (and agents or representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as such party or parties may deem reasonably necessary or appropriate from time to time 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 Bank and (Civ) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, records and other 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 party, cooperate and make employees available Tax Returns or Tax Claims of the Bank. Buyer shall cause the Bank to provide additional information or explanation of materials or documents. Each of Seller and Buyer shall provide the other with written notice thirty ninety (3090) calendar days prior to the transfertransferring, destruction destroying or disposal of discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials materials, and the other party Seller shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 8.6 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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. The parties Purchaser and the Conveyed Companies, on the one hand, and Sellers on the other hand, each recognize that each party may the other Party and their Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Companies held by Seller the other Party to the extent such records and information pertain to events occurring on or its Affiliates or Buyer or its Affiliatesprior to the Closing Date; therefore, from and after the Closing Date, each party shallSellers, Purchaser and shall cause its applicable Affiliates the Conveyed Companies (including the Transferred Subsidiaries), officers, employees, agents, auditors and representatives to, their respective Affiliates) shall (Ai) retain and maintain all such records including all Tax Returns, schedules and work papersworkpapers, books, records and other documents in its possession relating to Tax matters of the Transferred Subsidiaries each Conveyed Company for each Pre-taxable period ending on or prior to the Closing Tax Period Date and for any Straddle Period until the later of (iA) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (iiB) six years following the due date for such on which all Tax Returns Attributes of the Conveyed Companies expire (giving effect to any valid extensions), (Bii) allow the other parties, their Affiliates Party and their its agents and representatives (and agents or representatives of any of their its Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party requesting the records) as such parties Party may deem reasonably necessary or appropriate from time to time 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 (Civ) 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 party, cooperate and make employees available to provide additional information Tax Returns or explanation Tax Claims of materials or documentsthe Conveyed Companies. Each of Seller and Buyer Party shall provide the other Party with written notice thirty ninety (3090) calendar days prior to the transfertransferring, destruction destroying or disposal of discarding the last copy of any of any records, books, work papersworkpapers, reports, correspondence and other similar materials materials, and the other party Party shall have the right, at its expense, to copy or take any such materials. Any information obtained under this Section 8.6 5.10(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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. The parties recognize Each of the Parties recognizes that each party may 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 regarding Tax matters of the Companies held by Seller Company to the extent such records and information pertain to events occurring on or its Affiliates or Buyer or its Affiliatesprior to the Closing Date; therefore, from and after the Closing Date, each party Seller and Purchaser shall, and Seller and Purchaser shall cause its applicable their Affiliates (including including, in the Transferred Subsidiaries)case of the Purchaser, officers, employees, agents, auditors and representatives to, the Company) to (Ai) 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 Transferred Subsidiaries Company for each Pre-taxable period ending on or prior to the Closing Tax Period Date and for any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (ii) six years following the due date for such Tax Returns (giving effect to any valid extensions), (Bii) allow the other parties, their Affiliates Party (as appropriate) and their its agents and representatives (and agents or representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party Party or Parties requesting the records) as such parties Party or Parties may deem reasonably necessary or appropriate from time to time time, and (Ciii) use reasonable best efforts to obtain Tax Returns, schedules and work papers, books, records and other 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 party, cooperate and make employees available Tax Returns or Tax Claims of the Company. Purchaser shall cause the Company to provide additional information or explanation of materials or documents. Each of Seller and Buyer shall provide the other with written notice thirty ninety (3090) calendar days prior to the transfertransferring, destruction destroying or disposal of discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials materials, and the other party Seller shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 8.6 5.13(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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. The parties recognize Each of the Parties recognizes that each party may 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 regarding Tax matters of the Companies held by Seller Company to the extent such records and information pertain to events occurring on or its Affiliates or Buyer or its Affiliatesprior to the Closing Date; therefore, from and after the Closing Date, each party Sellers and Buyer shall, and shall cause its applicable their Affiliates (including including, in the Transferred Subsidiaries)case of Buyer, officers, employees, agents, auditors and representatives to, the Company) to (Ai) 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 Transferred Subsidiaries Company for each Pre-Closing Tax Period and for any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensionsextensions requested by the other party and made known to the party requesting such documentation) or plus six (6) months, (ii) six years following the due date for such Tax Returns (giving effect to any valid extensions), (B) allow the other parties, their Affiliates Party or Parties (as appropriate) and its or their agents and representatives (and agents or representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as such party or parties may deem reasonably necessary or appropriate from time to time 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 Company and (Civ) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, records and other 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 party, cooperate and make employees available Tax Returns or Tax Claims of the Company. Buyer shall cause the Company to provide additional information or explanation of materials or documents. Each of Seller and Buyer shall provide the other Sellers with written notice thirty ninety (3090) calendar days prior to the transfertransferring, destruction destroying or disposal of discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials materials, and the other party Sellers shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 8.6 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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. The Each of the parties recognize recognizes that each the other party may and its Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information regarding Tax matters of the Companies held by Seller Acquired Company to the extent such records and information pertain to events occurring on or its Affiliates or Buyer or its Affiliatesprior to the Closing Date; therefore, from and after the Closing Date, each party HTC and Seller and Buyer shall, and shall cause its applicable their Affiliates (including including, in the Transferred Subsidiaries)case of Buyer, officers, employees, agents, auditors and representatives to, the Acquired Company) to (Ai) 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 Transferred Subsidiaries Acquired Company for each Pre-Closing Tax Period and for any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensionsextensions requested by the other party and made known to the party requesting such documentation) or plus six (6) months, (ii) six years following the due date for such Tax Returns (giving effect to any valid extensions), (B) allow the other parties, their Affiliates party or parties (as appropriate) and its or their agents and representatives (and agents or representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as such party or parties may deem reasonably necessary or appropriate from time to time 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 Acquired Company and (Civ) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, records and other 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 party, cooperate and make employees available Tax Returns or Tax Claims of the Acquired Company. Buyer shall cause the Acquired Company to provide additional information HTC or explanation of materials or documents. Each of Seller and Buyer shall provide the other with written notice thirty (30) calendar 90 days prior to the transfertransferring, destruction destroying or disposal of discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials materials, and the other party HTC or Seller shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 8.6 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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. The Each of the parties recognize recognizes that each party may the other parties and their respective Affiliates will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information regarding Tax matters of the Companies held by Seller Bank to the extent such records and information pertain to events occurring on or its Affiliates or Buyer or its Affiliatesprior to the Closing Date; therefore, from and after the Closing Date, each party Parent and Buyer shall, and shall cause its applicable their Affiliates (including including, in the Transferred Subsidiaries)case of Buyer, officers, employees, agents, auditors the Bank and representatives to, the Buyer Bank) to (Ai) 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 Transferred Subsidiaries Bank for each Pre-Closing Tax Period and for any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensionsextensions requested by the other party and made known to the party requesting such documentation) or plus six (6) months, (ii) six years following the due date for such Tax Returns allow any other party or parties (giving effect to any valid extensions), (Bas appropriate) allow the other parties, their Affiliates and its or their agents and representatives (and agents or representatives of any of their Affiliates), upon reasonable notice and at mutually convenient times, to access employees and to inspect, review and make copies of such records (at the expense of the party or parties requesting the records) as such party or parties may deem reasonably necessary or appropriate from time to time 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 Bank or Parent and (Civ) use commercially reasonable efforts to obtain Tax Returns, schedules and work papers, books, records and other 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 party, cooperate and make employees available Tax Returns or Tax Claims of the Bank or Parent. Buyer shall cause the Bank to provide additional information or explanation of materials or documents. Each of Seller and Buyer shall provide the other Parent with written notice thirty ninety (3090) calendar days prior to the transfertransferring, destruction destroying or disposal of discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials materials, and the other party Parent shall have the right, at its their expense, to copy or take any such materials. Any information obtained under this Section 8.6 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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.

Cooperation, Exchange of Information and Record Retention. The parties recognize that (a) Sellers and Buyer shall provide each party may need access, from time to time, after the Closing Date, to certain accounting and Tax records and information of the Companies held by Seller or its Affiliates or Buyer or its Affiliates; therefore, from and after the Closing Date, each party shallother, and shall cause its applicable Affiliates (including the Transferred Subsidiaries)their respective Affiliates, officers, employees, agents, auditors and representatives toreasonably to provide each other, with such cooperation and information relating to the Purchased Entities as any of them reasonably may request of another, including in (Ai) preparing and filing any Tax Return or claim for refund, including maintaining and making available to each other all records necessary in connection with Taxes; (ii) resolving all disputes and audits with respect to all taxable periods relating to Taxes; (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 VIII. 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 recognize that the Sellers will need access from time to time after the Closing Date to certain accounting and Tax records and information held by the 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, Sellers, 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 its their possession relating to Tax matters of the Transferred Subsidiaries Purchased Entities for each Pre-taxable periods ending on or prior to the Closing Tax Period Date and any for the Straddle Period until for the later longer of (ix) the expiration seven (7)-year period beginning on the Closing Date or (y) the full period of the applicable statute of limitations of the taxable periods to which such Tax Returns limitations, including any extension thereof and other documents relate (giving effect to any valid extensions) or (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 any of their Affiliates)each other, upon reasonable notice and at mutually convenient times, to access employees and times to inspect, review and make copies of such records (at the expense of the party requesting the records) as such parties the Sellers and Buyer may deem reasonably necessary or appropriate from time to time and (C) as reasonably requested by any party, cooperate and make employees available to provide additional information or explanation of materials or documentstime. Each of Seller The Sellers and Buyer agree that the holder of any records, books, workpapers, reports, correspondence and other similar materials shall provide the other Party with written notice thirty (30) calendar days prior to the transfertransferring, destruction 57 destroying or disposal of discarding the last copy of any records, books, work papers, reports, correspondence and other similar such materials and the 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 8.6 8.7(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) Notwithstanding the foregoing or anything else any other provision of this Agreement to the contrary contrary, Buyer shall not be entitled to any information, whether in this Agreementconnection with the preparation and filing of Tax Returns, (i)Buyerany Tax proceeding, its Affiliates and its agents and representatives (and agents or representatives of any of its Affiliates) shall have no access otherwise relating to or right to review or obtain any consolidated, combined, affiliated or unitary Tax Return which includes Seller the Sellers or any 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 their respective Affiliates, except in each case to the extent for any such information relates (including separate pro forma Tax Returns or other similar information) relating solely to any Purchased Entity or the Transferred Subsidiaries or Purchased Assets.. Section 8.8

Cooperation, Exchange of Information and Record Retention. The parties Parties recognize that each party 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 Seller Sellers or its Affiliates or Buyer or its Affiliatesthe Acquired Companies; therefore, from and after the Closing Date, each party Party shall, and shall cause its applicable Affiliates (including the Transferred SubsidiariesAcquired 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 its possession relating to Tax matters of the Transferred Subsidiaries Acquired Companies for each any Pre-Closing Tax Period and any Straddle Period until the later of (i) the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate (giving effect to any valid extensions) or (ii) six years following the due date for such Tax Returns (giving effect to any valid extensions), (B) allow the other partiesParties, their Affiliates and their agents respective officers, employees, agents, auditors and representatives (and agents or representatives of any of their Affiliates)representatives, upon reasonable notice and at mutually convenient 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 such parties Parties may deem reasonably necessary or appropriate from time to time and (C) as reasonably requested by any partyParty, cooperate and make employees available to provide additional information or explanation of materials or documents. Each of Seller and Buyer The Parties shall provide the each other with written notice thirty (30) 30 calendar days prior to the transfertransferring, destruction destroying or disposal of discarding the last copy of any records, books, work papers, reports, correspondence and other similar materials and the 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 8.6 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. Notwithstanding the foregoing or anything else to the contrary in this Agreement, (i)Buyer, 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 Seller or any 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 such information relates to the Transferred Subsidiaries or Purchased Assets.