Common use of Cooperation on Tax Matters; Tax Audits Clause in Contracts

Cooperation on Tax Matters; Tax Audits. (i) Acquiror and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any Tax Audit or other Action with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit or other Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer and Seller and their respective Affiliates shall cooperate fullyin the preparation of all Tax Returns for any Tax periods for which any such party could reasonably require the assistance of another such party in obtaining any necessary information. Such cooperation shall include, as and but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent reasonably related to the Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such party’s possession requested by the other Party, in connection with the party filing of such Tax Returns and any Tax Audit or other Action with respect as is relevant to Taxestheir preparation. Such cooperation shall include promptly forwarding, within 15 calendar days of receipt or sending, copies of notices and forms or other communications received from or sent to any Taxing Authority which relate to the retention Company, and (upon providing copies of any relevant Tax Returns to the extent related to the Company, together with accompanying schedules and related work papers, documents relating to rulings or other Party’s request) the provision of records and information that determinations by any Taxing Authority, which are reasonably relevant to any Tax Audit or other Action with respect to Taxes requested. Buyer and making Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (iib) Seller shall have the sole right to represent (through counsel of its choice right, at its own expense) Company’s and its Subsidiaries’ interests in respect of, and shall have to control the conduct of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) Audit for any Pre-Closing Tax Period and (B) with respect to the Xxxxxxx US Affiliated GroupCompany to the extent Seller could be required to make any payment in respect of such Taxes pursuant to Section 8.1 herein; provided, however, provided that Seller shall allow Company keep Buyer informed regarding the progress and substantive aspects of such Tax Audit, Buyer shall be entitled at its counsel expense to participateparticipate in such Tax Audit, at Company’s sole expense, in and Seller shall not compromise or settle any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the without obtaining Buyer’s prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed). If Seller fails to notify Buyer in writing of its intent to control the conduct of any such Tax Audit within 30 days of receiving notice, then Buyer shall thereafter control the conduct of such Tax Audit and shall keep Seller informed regarding the progress and substantive aspects of such Tax Audit, Seller shall be entitled to participate in such Tax Audit at its own expense, and Buyer shall not compromise or settle any such Tax Audit without obtaining Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, (which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed). (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (i) Acquiror Stockholders, the Company and Seller the Parent and their respective Affiliates (each a “Party” and collectively the “Parties”) shall cooperate fully, as and to in both (A) the extent preparation of all Tax Returns for any Tax periods for which one Party could reasonably requested by require the assistance of the other PartyParty in obtaining any necessary information and (B) any subsequent audits, in connection with the filing of Tax Returns and any Tax Audit claims, contests, litigation or other Action proceedings with respect to TaxesTaxes of the Company (collectively, “Tax Proceedings”). Such cooperation shall include include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the retention extent related to the Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and (upon the furnishing such other information within such Party’s request) possession requested by the Party filing such Tax Returns or participating in Tax Proceedings, as is relevant to the preparation of such Tax Returns or the conduct of such Tax Proceedings, respectively. Such cooperation and information also shall include, without limitation, provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable Governmental Body responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Company, and providing copies of all relevant Tax Audit Returns to the extent related to the Company, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested Party may possess. The parties and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records Each Party shall bear its own costs in complying with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and recordsthis Section 8.01(c)(i). (ii) Seller Parent shall have the sole right to represent (through counsel of its choice right, at its own expense) Company’s and its Subsidiaries’ interests in respect of, and shall have to control of the defense, compromise or other resolution of, any audit or examination by any Taxing Authority (“Tax Audit”) and to contest, resolve and defend any assessment, notice of deficiency, or Action other adjustment or proposed adjustment relating to (A) Taxes for any Pre-Closing Tax Period; provided that the Parent shall consult with Stockholders with respect to the resolution of any issue with respect to Taxes due for a Pre-Closing Tax Period and (B) that are the Xxxxxxx US Affiliated Group; providedresponsibility of Stockholders pursuant to this Agreement, however, that Seller and shall allow Company and its counsel to participate, at Company’s sole expense, in not settle any such issue, or file any amended Tax Audit or Action solely to Return for such taxable period, without the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror Stockholders (which consent shall not be unreasonably withheld). Where consent to a settlement is withheld by Stockholders pursuant to this Section, conditioned Stockholders may continue or delayed), initiate any further proceedings at Seller’s sole their own expense, may assume provided that any liability of the control of such entire Tax Audit or Action. None of AcquirorParent, any of after giving effect to this Agreement, shall not exceed the liability that would have resulted had Stockholders not withheld its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall controlconsent. (iii) Acquiror and Seller further agreeFor purposes of this Agreement, upon request(i) “Tax Period” means any period prescribed by any governmental authority for which a Tax Return is to be filed or a Tax is required to be paid, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate (ii) “Straddle Period” means any Tax Period that could be imposed begins prior to but ends after the Merger I Effective Time, (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iviii) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify “Pre-Closing Tax Period” means any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof Period ending on or before the Closing Date (or with respect to Merger I Effective Time and that portion of any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof Period ending on or before the Closing Date ifMerger I Effective Time, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (viiiv) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.“Post-

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer and Seller PKI and their respective Affiliates shall reasonably cooperate fullyin the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 8.4(b)) for any Tax periods for which any such party could reasonably require the assistance of another such party in obtaining any necessary information. Such cooperation shall include, as and but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent related to the Acquired Companies, the Acquired Assets or the Business, illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax Audit, and furnishing such other information, in each case, within such party’s possession and as reasonably requested by the other Party, in connection with party filing such Tax Returns or defending such Tax Audit as may be relevant. Such cooperation and information also shall include provision of powers of attorney for the filing purpose of signing Tax Returns and any defending Tax Audit Audits and promptly forwarding copies of appropriate notices and forms or other Action with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Acquired Companies or the Business, and providing copies of all relevant Tax Audit Returns to the extent related to the Acquired Companies or the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested party possesses. Buyer and PKI and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (iib) Seller Sellers shall have the sole right right, at their own expense, to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination by any Taxing Authority (“Tax Audit”) ), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or Action other adjustment or proposed adjustment relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in all Taxes for any such Tax Audit taxable period ending on or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after before the Closing Date. In the case of a Straddle Period (other than any Straddle Period Date with respect to the Xxxxxxx US Affiliated Group), Seller Acquired Companies or the Business for which PKI has an indemnification obligation; provided that Sellers shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable consult with Buyer with respect to the portion resolution of any issue or the filing of any claim for refund, and not settle any such Straddle Period deemed to end on issue or file any claim for refund, without the Closing Date and, with the written consent of Acquiror (Buyer which consent shall not be unreasonably withheld, conditioned or delayed). Buyer shall have the right, at Seller’s sole its own expense, may assume the to control any other Tax Audit, initiate any other claim for refund, and initiate any other contest, resolve and defend against any other assessment, notice of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liabilitydeficiency, or which may result in an increase in Seller’s other adjustment or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing proposed adjustment relating to Taxes with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate Acquired Companies or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited tothe Business; provided that, with respect to the transactions contemplated by this Agreement). (ivi) Acquiror and Seller further agreeany state, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, local or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor foreign Taxes for any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or taxable period beginning before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date and (ii) any item the adjustment of which may cause the Sellers to become obligated to make any payment pursuant to Section 8.1 or otherwise have an indemnification obligation, Buyer shall consult with PKI with respect to the resolution of any issue that would affect any Seller, and not settle any such issue, or file any amended Tax Return relating to such issue, without the prior written consent of AcquirorPKI, which consent may shall not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (i) Acquiror and Seller Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns Returns; any, examination, inquiry, or Action by any Governmental Authority relating to Taxes (“Tax Audit”); and any covenants under this Agreement relating to Tax Audit or other Action with respect to Taxesmatters. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit or other Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material materials provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries the Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Sellerthe other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority Authority, and (B) to give the other Party written notice at least ninety (90) days prior to reasonably in advance of transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or SellerSellers, as the case may be, shall allow the other Party to take possession of such books and recordsrecords at such party’s expense. (ii) Acquiror and its Affiliates (including the Companies), on the one hand, and the Sellers, on the other hand, shall give prompt notice to the other parties of any Tax Audits which relate to any Company and (x) could give rise to an indemnification obligation under Section 7.2(a) or (y) could reasonably be expected to affect any Surrender made or the ability of any Seller or its Affiliates to undertake any Surrender in respect of any time on or before the Closing Date. Sellers shall have the sole right to elect in writing to represent (through counsel of its choice at its expense) Company’s and its Subsidiariesthe Companies’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to Audit that is solely with respect to: (A) any Pre-Closing Tax Period and (excluding, for the avoidance of doubt, any Straddle Period) if such Tax Audit (I) could give rise to an indemnification obligation under Section 7.2(a) or (II) could reasonably be expected to affect any Surrender made or the ability of any Seller or its Affiliates to undertake any Surrender in respect of any time on or before the Closing Date or (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in if the resolution of any such Tax Audit or Action solely described in clause (A) (but not in clause (B)) could reasonably be expected to have an adverse effect on the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution Liability of such Tax Audit or Action would adversely affect Company Acquiror or any of its Subsidiaries the Companies for any taxable period (or portion thereof) beginning after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller Acquiror shall be entitled to participate (at their expense its own expense) in any such Tax Audit and Sellers shall not settle or Action relating in any part to Taxes attributable to the portion otherwise cause a final disposition of such Straddle Period deemed to end on the Closing Date anda Tax Audit, with the written without Acquiror’s consent, which consent of Acquiror (which shall may not be unreasonably withheld, conditioned or delayed). With respect to any Tax Audit that relates to the Xxxxxxx US Affiliated Group, if the resolution of such Tax Audit could reasonably be expected to have an adverse effect on the Tax Liability of any of the US Companies for any taxable period (or portion thereof) beginning after the Closing Date, Acquiror shall be entitled to participate (at Sellerits own expense) in the aspects of such Tax Audit that relate to any of the US Companies and Sellers shall consider in good faith Acquiror’s positions, but Sellers shall have sole expensecontrol over the defense, may compromise or other resolution of such Tax Audit. With respect to any other Tax Audit that (X) could give rise to an indemnification obligation under Section 7.2(a) or (Y) in case of a Tax Audit relating to UK Tax for a Pre-Closing Tax Period or portion of a Straddle Period ending on the Closing Date, could reasonably be expected to affect any Surrender made or the ability of any Seller or its Affiliates to undertake any Surrender in respect of any time on or before the Closing Date, Acquiror or its designated representatives shall assume the control of such entire Tax Audit, provided that Sellers shall be entitled to participate (at their own expense) in such Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may Acquiror shall not settle or otherwise dispose of any cause a final disposition with respect to such Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of SellerSellers, which consent may not be withheld in unreasonably withheld, conditioned or delayed. For the sole discretion avoidance of Sellerdoubt, unless all Tax Audits described above shall be controlled by Acquiror fully indemnifies Seller and its Affiliates unless Sellers make the election described above. For purposes of this Section 7.2(e)(ii), a party’s right to participate in writing a Tax Audit shall include (i) the right to receive copies of all correspondence, notices and other written material received from any Governmental Authority; (ii) the right to be advised of developments in the Tax Audit and of communications involving representatives of the Governmental Authority; (iii) the right to review in advance and comment upon all submissions made in the course of such Tax Audit; and (iv) the right to participate in any meetings with any Governmental Authority. In determining whether consent is unreasonably withheld, conditioned or delayed with respect to any proposed settlement or disposition by either party under this Section 7.2(e)(ii), the merits of the matters at issue shall be considered (and thus it shall not be reasonable for a party to withhold consent if, for example, the merits clearly favor the proposed settlement or other disposition for which consent is required), as well as the relative amount of Taxes at issue for Sellers and its Affiliates, on the one hand, and Acquiror and any Company, on the other hand, taking into account all Tax periods, including future Tax periods and the reasonably estimated impact on such liability in a manner satisfactory to Sellerperiods. In the event of any conflict between ARTICLE Article X and this Section 7.4(e)(ii7.2(e)(ii), this Section 7.4(e)(ii7.2(e)(ii) shall control. (iii) Acquiror and Seller Sellers further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreementhereby). (iv) Acquiror and Seller Sellers further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §Section 6043, or Code §Section 6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company the Companies to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating to group relief pursuant to the provisions of Part 5 of CTA 2010 with respect to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date without the prior written consent of Sellers, which consent may be withheld in the sole discretion of Sellers, or unless otherwise required by applicable Law. (vi) Neither Acquiror nor any of its Subsidiaries Affiliates shall (or shall cause or permit the Companies to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries the Companies with respect to a Pre-Closing Tax periods Period or portions thereof the portion of a Straddle Period ending on or before and including the Closing Date (that results in an increase in any Seller’s or with respect to any of its Affiliates’ Liability for Tax or under this Agreement or the reduction of any Tax attribute of any of the Companies in a Pre-Closing Tax Period or the portion of a Straddle Period) Period ending on and including the Closing Date without the prior written consent of SellerSellers, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause Sellers, or permit any of its Affiliates to) amend, refile, withdraw or unless otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayedrequired by applicable Law. (vii) Acquiror shall, and shall cause Company and its Subsidiaries the Companies to, prepare and provide to Seller in accordance with Company and its SubsidiariesSellers (at Sellers’ past practice, expense) a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, papers required by Seller Sellers to enable Seller Sellers to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s Sellers’ financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i7.2(c)(i). Such materials shall be delivered to Seller Sellers at a time sufficient for Seller Sellers to meet its their reporting requirements, which time will be communicated to Company and its Subsidiaries the Companies and to Acquiror no less than thirty sixty (3060) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries the Companies to, prepare and provide to Seller Sellers a LIFO calculation as of the Closing Date for inclusion in Seller’s Sellers’ Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiariesthe Companies’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller Sellers at a time sufficient for Seller Sellers to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries the Companies and to Acquiror no less than thirty sixty (3060) days in advance of the requested delivery date. (ix) Sellers agree that, in respect of any Straddle Period, no disallowances in respect of financing expense amounts will be allocated to any of the Conveyed Entities pursuant to the provisions of Part 7 of, and Part 7 of Schedule 9 to, the Taxation (International and Other Provisions) Xxx 0000.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and Seller the Sellers and their respective Affiliates shall cooperate fullyin the preparation of all Tax Returns and the conduct of any Tax audits or other administrative or judicial proceedings relating to the determination of any Tax for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, as and but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent reasonably related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party’s possession requested by the other Party, in connection with Party filing such Tax Returns as is reasonably relevant to their preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the filing purpose of signing Tax Returns and any Tax Audit defending audits and promptly forwarding copies of appropriate notices and forms or other Action with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant communications received from or sent to any Taxing Authority which relate to the Business, and providing copies of all relevant Tax Audit Returns of the Business Subsidiaries or the Operating Subsidiaries to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested Party may possess. The Buyer and the Sellers and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. . (b) The Parties agree (A) Sellers shall have the right, at their own expense, to retain all books control any Tax Audit, initiate any claim for refund, contest, resolve and records with respect to Tax matters pertinent to Company and its Subsidiaries defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) Taxes for any Pre-Closing Tax Period and (B) Period. The Buyer shall have the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participateright, at Company’s sole its own expense, in to control any such other Tax Audit Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or Action solely other adjustment or proposed adjustment relating to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period Taxes with respect to the Xxxxxxx US Affiliated GroupBusiness; provided that, with respect to any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 8.2(a) hereof, the Buyer shall consult with the Sellers with respect to the resolution of any issue that would affect any Seller, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of the Sellers. Where consent to a settlement is withheld by any Seller pursuant to this Section 8.4(b), such Seller shall be entitled may continue or initiate any further proceedings at its own expense, provided that any liability of the Buyer, after giving effect to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date andthis Agreement, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned exceed the liability that would have resulted had such Seller not continued or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without initiated further proceedings. (c) Without the prior written consent of Sellerthe Sellers, which consent may be withheld none of the Buyer, any Business Subsidiary or any Operating Subsidiary shall carry back or elect to carry back any net operating loss or other item or attribute available in the sole discretion of SellerU.S. or a U.S. state or local jurisdiction to a Pre-Closing Tax Period unless the Buyer, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority Business Subsidiary or any other Person as may be necessary Operating Subsidiary is required by law to mitigatedo so. The Buyer, reduce or eliminate the Business Subsidiaries and the Operating Subsidiaries agree to reimburse the Sellers for any Tax that could be imposed (reasonable out-of-pocket costs incurred by the Sellers connected therewith, including, but not limited to, with respect to the transactions contemplated reasonable out-of-pocket costs of time spent by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, independent accountants preparing such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all carryback Tax Returns required and any adjustment to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient Taxes for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery dateSellers are liable hereunder. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (i) Acquiror The Buyer, the Surviving Entity and Seller the Company Equityholder Representative and their respective Affiliates shall cooperate fully, as and to in the extent reasonably requested by the other Party, in connection with the filing preparation of all Tax Returns and the conduct of all Tax Contests relating to the determination of any Tax Audit or other Action with respect to Taxes. Such cooperation shall include for any Tax periods for which one party could reasonably require the retention and (upon assistance of the other Party’s request) the provision of records and information that are reasonably relevant to party in obtaining any Tax Audit or other Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and recordsnecessary information. (ii) Seller shall have If Buyer, the sole right Surviving Entity or any of their Affiliates receives notice of a Tax Contest with respect to represent (through counsel of its choice at its expensei) Company’s and its Subsidiaries’ interests in respect of, and shall have control the qualification of the defenseMerger as a reorganization within the meaning of Section 368(a) of the Code or (ii) any Taxes for which the Company Equityholders are required to indemnify the Buyer under Article V, compromise then within ten (10) Business Days after receipt of such notice, the Buyer shall notify the Company Equityholder Representative of such notice. No delay or other resolution of, failure in so notifying the Company Equityholder Representative shall relieve the Company Equityholders of any audit liability or examination (“Tax Audit”) obligation hereunder except to the extent of any damage or Action relating to liability caused by or arising out of such delay or failure. (A) any Pre-Closing Tax Period The Company Equityholder Representative may elect to control the conduct and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any resolution of such Tax Audit or Action Contest solely to the extent that such Tax Audit or Action Contest relates to the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code, provided that (i) the Company and/or its Subsidiaries and the resolution of Equityholder Representative shall permit Buyer to participate in such Tax Audit or Action would adversely affect Company or any Contest (using counsel of its Subsidiaries after own choosing), (ii) the Closing Date. In the case Company Equityholder Representative shall keep Buyer reasonably informed of all material developments on a Straddle Period (other than any Straddle Period timely basis with respect to any such Tax Contest, and (iii) the Xxxxxxx US Affiliated Group)Company Equityholder Representative shall not enter into any settlement of, Seller shall be entitled to participate at their expense in otherwise compromise or abandon any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, Contest without the prior written consent of SellerBuyer, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (viiB) Acquiror shallWith respect to any Tax Contest (1) involving Tax matters or items that could reasonably be expected to form the basis for a claim of indemnification against the Company Equityholders pursuant to this Agreement and (2) that the Company Equityholder Representative does not or cannot elect to control pursuant to the preceding Section 6.2(d)(ii)(A), Buyer will control such Tax Contest, including the defense and settlement thereof; provided, that, (i) the Buyer shall permit the Company Equityholder Representative to participate in such Tax Contest (using counsel of its own choosing), (ii) Buyer shall keep the Company Equityholder Representative reasonably informed of all material developments on a timely basis with respect to any such Tax Contest, and (iii) Buyer shall cause not enter into any settlement of, otherwise compromise or abandon any such Tax Contest without the prior written consent of the Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirementsEquityholder Representative, which time will consent shall not be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery dateunreasonably withheld, conditioned or delayed. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer and Seller and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax periods for which one Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages to the extent related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party's possession requested by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include the retention and (upon the other Party’s request) the without limitation provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the "TAXING AUTHORITY") which relate to the Business, and providing copies of all relevant Tax Audit Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested Party may possess. Buyer and Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree . (Ab) Seller shall have the right, at its own expense, to retain control any audit or examination by any Taxing Authority ("TAX AUDIT"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all books and records Taxes for any taxable period ending on or before the Closing Date with respect to the Business. Buyer shall have the right, at its own expense, to control any other Tax matters pertinent to Company Audit, initiate any other claim for refund, and its Subsidiaries contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date until and ending after the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, Closing Date and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) any item the adjustment of which may cause Seller to become obligated to make any payment pursuant to Section 9.1(a) hereof, Buyer shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that consult with Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose resolution of any Tax Audit or Action for which Seller or issue that would affect Seller, and not settle any of its Affiliates may have liabilitysuch issue, or which may result in an increase in Seller’s or file any of its Affiliates’ liabilityamended Tax Return relating to such issue, without the prior written consent of Seller. Where consent to a settlement is withheld by Seller pursuant to this Section, which consent Seller may be withheld in the sole discretion continue or initiate any further proceedings at its own expense, provided that any liability of SellerBuyer, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect after giving effect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall exceed the liability that would have resulted had Seller not cause or permit any of withheld its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayedconsent. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and Seller the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article 8 and any Tax Audit or other Action Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit such audit or other Action with respect to Taxes Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror the Buyer or Sellerthe Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority Taxing Authority, and (Bii) to give the other Party reasonable written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror the Buyer or the Seller, as the case may be, shall allow the other Party to take possession of such books and records. (iib) Seller The Sellers shall have the sole right to represent (through counsel of its choice at its expense) the Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating Proceeding by any Taxing Authority with respect to (A) any Pre-Tax periods or portions thereof ending on or before the Closing Tax Period Date and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and to employ counsel of its counsel to participate, choice at Company’s sole its expense, in any such Tax Audit or Action solely to . To the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and that the resolution of any issue in such Tax Audit audit, examination or Action would adversely affect Company Proceeding may have prospective tax implications on the Business, Sellers agree to fully disclose the issues to Buyer prior to such audit, examination or any Proceeding. Upon such disclosure, Buyer may, at its expense, retain consultants to seek guidance and/or assist in the preparation of its Subsidiaries after the Closing Datea response to such issue. In the case of a Straddle Period (other than any Straddle Period with respect to Period, the Xxxxxxx US Affiliated Group), Seller Sellers shall be entitled to participate at their its expense in any Tax Audit or Action Proceeding relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of Acquiror the Buyer (which shall not be unreasonably reasonably withheld, conditioned or delayed), at Seller’s the Sellers’ sole expense, may assume the control of such entire Tax Audit or ActionProceeding. None of Acquiror, Neither Buyer or Sellers or any of its Affiliates or Company and its Subsidiaries their respective affiliates may settle or otherwise dispose of any Tax Audit or Action Proceeding for which Seller or any of its Affiliates the other party may have liabilitya liability under this Agreement or retroactive or prospective tax consequence, or which may result in an increase in Sellereither’s or any of its Affiliates’ liabilityliability under this Agreement, without the prior written consent of Sellerthe affected party or affiliate, which consent shall not be unreasonably withheld but which may be withheld in conditioned on indemnifying the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing affected party or affiliate with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall controlliability. (iiic) Acquiror The Buyer and Seller the Sellers further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(ihereby). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.STOCK PURCHASE AGREEMENT 26 ELDS01 272111v16

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer and Seller and their respective affiliates shall use commercially reasonable efforts to cooperate fully, as and to in the extent reasonably requested by the other Party, in connection with the filing preparation of all Tax Returns and for any Tax Audit periods for which any such party could reasonably require the assistance of another such party in obtaining any necessary information and in any audit, litigation or other Action proceeding with respect to Taxes. Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent related to the Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such party’s possession requested by the party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include the retention and (upon the other Party’s request) the provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Company, and providing copies of all relevant Tax Audit Returns to the extent related to the Company, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested party possesses. Buyer and Seller and their respective affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (iib) Seller shall have the sole right to represent (through counsel of its choice right, at its own expense) Company’s and its Subsidiaries’ interests in respect of, and shall have to control of the defense, compromise or other resolution of, any audit or examination by any Taxing Authority (“Tax Audit”) ), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or Action other adjustment or proposed adjustment relating to (A) any Pre-and all Taxes for any taxable period ending on or before the Closing Tax Period and (B) the Xxxxxxx US Affiliated GroupDate; provided, howeverthat, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any if such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action settlement would materially adversely affect the Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period , Seller shall consult with Buyer with respect to the Xxxxxxx US Affiliated Group)resolution of any such issue, Seller shall be entitled to participate at their expense in and not settle any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with issue without the written consent of Acquiror Buyer (which shall not be unreasonably withheld, conditioned or delayed). Buyer shall have the right, at Seller’s sole its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes of the Company; provided, that, with respect to (i) any Taxes for any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may assume cause Seller to become obligated to make any payment pursuant to ARTICLE VII or this ARTICLE IX, Buyer shall consult with Seller with respect to the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose resolution of any Tax Audit or Action for which Seller or issue that would affect Seller, and not settle any of its Affiliates may have liabilitysuch issue, or which may result in an increase in Seller’s or file any of its Affiliates’ liabilityamended Tax Return relating to such issue, without the prior written consent of Seller. Where consent to a settlement is withheld by Seller pursuant to this Section, which consent Seller may be withheld in the sole discretion continue or initiate any further proceedings at its own expense, provided, that any liability of SellerBuyer, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect after giving effect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall exceed the liability that would have resulted had Seller not cause or permit any of withheld its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayedconsent. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and the Seller and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax periods for which one Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the retention extent related to the Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and (upon the furnishing such other information within such Party’s request) possession requested by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include without limitation provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Company, and providing copies of all relevant Tax Audit Returns to the extent related to the Company, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested Party may possess. The Buyer and the Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. . (b) The Parties agree Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority (A) “Tax Audit”), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to retain any and all books and records Taxes of the Company for any taxable period ending on or before the Closing Date; provided that, with respect to any item the adjustment of which may cause the Buyer or the Company to become obligated to pay additional Taxes with respect to periods ending after the Closing Date that Buyer or the Company would not have paid in the absence of such adjustment, the Seller shall consult with the Buyer with respect to the resolution of any issue that would affect the Company or the Buyer, and shall not settle any such issue, or file any claim for refund or file any amended Tax matters pertinent to Company and its Subsidiaries Return relating to such issue, without the consent of the Buyer, which consent may not be unreasonably withheld. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes of the Company; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date until and ending after the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, Closing Date and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) any item the adjustment of which may cause the Seller to become obligated to make any payment pursuant to Section 7.1(a) hereof, the Buyer shall have consult with the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose resolution of any Tax Audit or Action for which Seller or issue that would affect the Seller, and not settle any of its Affiliates may have liabilitysuch issue, or which may result in an increase in Seller’s or file any of its Affiliates’ liabilityamended Tax Return relating to such issue, without the prior written consent of the Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide . Where consent to a settlement is withheld by the Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to this Section 7.4(c)(i7.4(b). Such materials shall be delivered to , the Seller may continue or initiate any further proceedings at a time sufficient for Seller to meet its reporting requirementsown expense, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance provided that any liability of the requested delivery dateBuyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had the Seller not withheld its consent. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (i) Acquiror The Buyer, the Surviving Corporation and Seller the Company Equityholder Representative and their respective Affiliates shall (i) cooperate fullyin the preparation of all Tax Returns and the conduct of all Tax Contests relating to the determination of any Tax for any Tax periods for which one party could reasonably require the assistance of the other party in obtaining any necessary information, (ii) furnish or cause to be furnished, upon reasonable request, as promptly as practicable, such information and assistance relating to the extent Taxes in such party’s possession (including access to applicable books and records) as is reasonably requested by the other Party, in connection with necessary for the filing of all Tax Returns by Buyer, the Surviving Corporation, and their respective Affiliates, the making of any election relating to Taxes, the preparation for any Tax Audit or other Action with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit or other Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries Contest and the resolution of such Tax Audit prosecution or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose defense of any Tax Audit or Action for which Seller or any of its Affiliates may have liabilityContest, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person Entity as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the Company or any of its Subsidiaries or with respect to the transactions contemplated by this Agreement)hereby. (ivii) Acquiror and Seller further agreeIf, upon requestsubsequent to the Closing, Buyer, the Surviving Corporation or any of their Affiliates (including the Company’s Subsidiaries) receives notice of a Tax Contest with respect to provide the other Party any Pre-Closing Tax Period with all information that either Party respect to which Company Equityholders may be required to report pursuant provide indemnification under this Agreement, then within ten (10) Business Days after receipt of such notice, the Buyer shall notify the Company Equityholder Representative of such notice. No delay or failure in so notifying the Company Equityholder Representative shall relieve the Company Equityholders of any liability or obligation hereunder except to Code §6043the extent of any damage, prejudice or Code §6043A, liability caused by or Treasury Regulations promulgated thereunderarising out of such delay or failure. (vA) Neither Acquiror nor The Company Equityholder Representative may elect to control the conduct and resolution of such Tax Contest to the extent that such Tax Contest relates solely to a Pre-Closing Tax Period of the Company or any of its Affiliates Subsidiaries (a “Pre-Closing Tax Contest”), provided that (i) the Company Equityholder Representative shall permit Buyer to participate in such Pre-Closing Tax Contest (or using counsel of its own choosing), (ii) the Company Equityholder Representative shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect keep Buyer reasonably informed of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending all material developments on or before the Closing Date (or a timely basis with respect to any Straddle Periodsuch Pre-Closing Tax Contest, and (iii) the Company Equityholder Representative shall not enter into any settlement of, otherwise compromise or abandon any Pre-Closing Tax Contest without the prior written consent of SellerBuyer, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (viiB) Acquiror shallWith respect to any Tax Contest (i) involving Tax matters or items that could reasonably be expected to form the basis for a claim of indemnification against the Company Equityholders pursuant to this Agreement and (ii) that the Company Equityholder Representative does not or cannot elect to control pursuant to the preceding Section 9.3(c)(ii)(A), Buyer will control such Tax Contest, including the defense and settlement thereof; provided that, (i) the Buyer shall permit the Company Equityholder Representative to participate in such Tax Contest (using counsel of its own choosing), (ii) Buyer shall keep the Company Equityholder Representative reasonably informed of all material developments on a timely basis with respect to any such Tax Contest, and (iii) Buyer shall cause not enter into any settlement of, otherwise compromise or abandon any such Tax Contest without the prior written consent of the Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirementsEquityholder Representative, which time will consent shall not be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery dateunreasonably withheld, conditioned or delayed. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and the Seller and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax periods for which one Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages to the extent related to the Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party's possession requested by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include the retention and (upon the other Party’s request) the without limitation provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the "Taxing Authority") which relate to the Company, and providing copies of all relevant Tax Audit Returns to the extent related to the Company, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested Party may possess. The Buyer and the Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. . (b) The Parties agree Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority (A) "Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to retain any and all books and records Taxes of the Company for any taxable period ending on or before the Closing Date; provided that, with respect to any item the adjustment of which may cause the Buyer or the Company to become obligated to pay additional Taxes with respect to periods ending after the Closing Date that Buyer or the Company would not have paid in the absence of such adjustment, the Seller shall consult with the Buyer with respect to the resolution of any issue that would affect the Company or the Buyer, and shall not settle any such issue, or file any claim for refund or file any amended Tax matters pertinent to Company and its Subsidiaries Return relating to such issue, without the consent of the Buyer, which consent may not be unreasonably withheld. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes of the Company; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date until and ending after the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, Closing Date and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) any item the adjustment of which may cause the Seller to become obligated to make any payment pursuant to Section 7.1(a) hereof, the Buyer shall have consult with the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose resolution of any Tax Audit or Action for which Seller or issue that would affect the Seller, and not settle any of its Affiliates may have liabilitysuch issue, or which may result in an increase in Seller’s or file any of its Affiliates’ liabilityamended Tax Return relating to such issue, without the prior written consent of the Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide . Where consent to a settlement is withheld by the Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to this Section 7.4(c)(i7.4(b). Such materials shall be delivered to , the Seller may continue or initiate any further proceedings at a time sufficient for Seller to meet its reporting requirementsown expense, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance provided that any liability of the requested delivery dateBuyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had the Seller not withheld its consent. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer and Seller Parent and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax periods for which any such Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include furnishing prior years’ Tax Returns or return preparation packages to the retention extent related to the Businesses illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and (upon the furnishing such other information within such Party’s request) possession reasonably requested by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable Governmental Entity responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Businesses, and providing copies of all relevant Tax Audit Returns to the extent related to the Businesses, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested Party may possess. Buyer and Parent and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (iib) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any Any audit or examination by any Taxing Authority (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely be treated as a third party claim subject to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution provisions of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement6.3(a). (ivc) Acquiror and Seller further agreeParent shall make an election under Treasury Regulation Section 1.1502-36(d)(6)(i)(A) to reduce Parent’s basis in Tenaxis stock by the “attribute reduction amount,” as defined in Treasury Regulation Section 1.1502-36(d)(3), upon requestso as to avoid a reduction to Tenaxis’ Tax “attributes” (as described in Treasury Regulation Section 1.1502-36(d)(4)), to provide the other Party with all information provided that either Party may be required to report pursuant to Code §6043for purposes of this Section 8.5(c), or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials “attribute reduction amount” shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30computed by assuming that Tenaxis’ “net inside attribute amount” as defined in Treasury Regulation Section 1.1502-36(d)(3)(iii)(B) days in advance of the requested delivery datedoes not exceed $23,500,000. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and Seller the Sellers shall (and shall cause their respective Affiliates to) cooperate fullyin (A) the preparation of all Tax Returns (including amended Tax Returns), as (B) the preparation and pursuit of any claims for refunds of Taxes, (C) the defense or administration of any audit, dispute, or similar proceeding with or by any Governmental Entity responsible for the imposition of any Tax (a "Taxing Authority") and (D) any proceeding with any U.S. Governmental Entity relating to refunds or reimbursements for any Allowable Tax, in each case, to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and attributable to any Tax Audit or other Action with respect to Taxesperiod for which one Party could reasonably require the assistance of another Party in obtaining necessary information. Such cooperation shall include include, without limitation: (i) providing all relevant information in the retention Party's possession including financial data, copies of prior-period Tax Returns (together with all related schedules and (upon work papers), copies of prior-period Tax preparation packages, and copies of any notices, rulings, determinations, or reports from any Taxing Authority to the extent they pertain to the Tax and Tax period for which the other Party’s requestParty requires assistance; (ii) the provision preparation by employees of records and information that are reasonably relevant Buyer or its Affiliates who were previously employed by the Sellers in the AIS Business, to the extent they have done so in the past, of drafts of all or any portion of any Tax Audit or other Action Returns and/or Tax preparation packages with respect to Taxes Tax Returns for which the Sellers are responsible pursuant to Section 8.1(a) (such Tax Returns and Tax preparation packages to be prepared on a basis consistent with past practice); (iii) making the Parties' respective employees and facilities available on a mutually convenient basis to provide additional the other Party access to, or an explanation of, information and explanation of documents and to participate in any material provided hereunder. The Parties agree proceedings with any Tax Authority or (A) to retain all books and records with respect to Tax matters pertinent refunds and reimbursements attributable to Company and Allowable Taxes) with any U. S. Governmental Entity, including, without limitation, the Buyer making available Mr. Xxxxxx Post to the extent that a Seller determines (in its Subsidiaries reasonable discretion) that Mr. Post's participation is necessary or appropriate in connection with any proceeding relating to sales Taxes in the state of Texas (and any taxable period beginning before related claim by or against a U.S. Governmental Entity to the extent such sales Taxes are, or affect the amount of, Allowable Taxes); and (iv) promptly forwarding copies of notices, forms, and other communications received from or sent to any Tax Authority to the extent such items relate to (or may impact) Taxes for which the other Party is responsible under Section 8.1. (b) The Buyer and each Seller shall maintain all records pertaining to Taxes associated with the operation of the AIS Business through the Closing Date for a period of ten years following the Closing or, if later, until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) for collection of the respective taxable periodsTax to which such record relates. Prior to discarding or destroying such records, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the Party holding such records shall notify the other Party written or Parties of its intention to so discard or destroy the records. If the Party receiving such notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, Party holding such records shall allow deliver them to the other Party to take possession of such books and recordsrequesting Party. (iic) Seller shall have In the sole right to represent (through counsel event that any Tax is assessed or any refund of its choice at its expense) Company’s and its Subsidiaries’ interests in respect ofTax is denied, and it is determined that a substantial reason for such additional Tax or the failure to receive the refund was another Party's failure to maintain or deliver the records specified in Section 8.5(b), or its failure to fully or timely cooperate in accordance with Section 8.5(a), then such other Party shall have control pay the amount of such assessed Tax or the defense, compromise or other resolution of, any audit or examination (“amount of such disallowed Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely refund to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period Party with respect to which the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit was assessed or Action relating in any part to Taxes attributable to the portion of refund was denied together with such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person additional amount as may be necessary to mitigate, reduce or eliminate pay any Tax Taxes that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required attributable to report pursuant payments under this Section 8.5(c). If the Parties cannot agree as to Code §6043, whether a failure to maintain or Code §6043A, deliver records or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any to cooperate constituted a "substantial reason" for the assessment of its Affiliates shall (the additional Tax or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any the denial of the Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date ifrefund, such action would adversely affect Company and/or its Subsidiaries after determination shall be made by the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller Neutral Accountant in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to procedure set forth in Section 7.4(c)(i1.4(d). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer and Seller and their respective Affiliates shall cooperate fully, as and to in the extent reasonably requested by the other Party, in connection with the filing preparation of all Tax Returns and the conduct of all Tax audits or other administrative or judicial proceedings relating to the determination of any Tax Audit or for any Tax periods for which one party could reasonably require the assistance of the other Action with respect to Taxesparty in obtaining any necessary information. Such cooperation shall include include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the retention extent related to either Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and (upon furnishing such other information within such party’s possession requested by the other Party’s request) the party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include, without limitation, provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing authority which relate to either Company, and providing copies of all relevant Tax Audit Returns to the extent related to either Company, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing authority and making records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer and Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (iib) In the event of any Tax audit, dispute, claim for refund, contest or similar proceeding, Buyer and Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s respective rights and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action obligations relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Groupconduct of such proceeding as set forth in Section 12.4; provided, however, that (i) in no event shall Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in settle or otherwise resolve any Tax Audit or Action relating in any part to dispute with a Governmental Body regarding Taxes attributable to without the portion of such Straddle Period deemed to end on the Closing Date and, with the express written consent of Acquiror Buyer (which shall not be unreasonably withheld) if Buyer determines in good faith that any proposed resolution of the dispute would have potentially adverse consequences to Buyer or either of the Companies (provided, conditioned or delayedhowever, that if Buyer withholds its consent, Buyer’s claim for indemnification shall not exceed the amount for which the dispute could have been settled), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may (ii) in no event shall Buyer settle or otherwise dispose of resolve any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, such dispute regarding Taxes without the express prior written consent of Seller, Seller (which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to if Seller determines in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for good faith that the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance proposed resolution of the requested delivery datedispute would have potentially adverse consequences to Seller. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer, the Stockholders, Rotmans, and Seller their respective Affiliates shall cooperate fully, as in the preparation and to filing of all Tax Returns for any Tax periods for which one Party could reasonably require the extent reasonably requested by assistance of the other PartyParty in obtaining any necessary information and in any audit, in connection with the filing of Tax Returns and any Tax Audit litigation or other Action proceeding with respect to Taxes. Such cooperation shall include include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the retention preparation of such Tax Returns, and (upon the furnishing such other information within such Party’s request) possession requested by the provision of records Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information that are reasonably relevant also shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to Rotmans, and providing copies of all relevant Tax Audit Returns to the extent related to Rotmans, together with accompanying schedules and related work papers, documents relating to rulings or other Action with respect determinations by any Governmental Entity and records concerning the ownership and Tax basis of property, which the requested Party may possess. Each of Buyer and the Stockholders agree to, and, in the case of Buyer that it agrees to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) to cause Rotmans to, retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries Rotmans relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Sellerthe other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority Entity. Buyer, Rotmans, and (B) their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to give the other Party written notice at least ninety (90) days prior to transferring, destroying explain any documents or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and recordsinformation provided hereunder. (iib) Seller The Stockholders shall have the sole right right, at their own expense, to represent (through counsel control any Tax audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of its choice at its expense) Company’s and its Subsidiaries’ interests in respect ofdeficiency, and shall have control of the defense, compromise or other resolution of, any audit adjustment or examination (“Tax Audit”) or Action proposed adjustment relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in all Taxes for any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof taxable period ending on or before the Closing Date (Date. Buyer shall have the right, at its own expense, to control any other Tax audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to any Straddle Period) without the prior written consent business of SellerRotmans; provided, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amendthat, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax (i) any Taxes for any taxable period or portions thereof ending on or beginning before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries and ending after the Closing Date and (ii) any item the adjustment of which may cause the Stockholders to become obligated to make any payment pursuant to Section 8.2(a) hereof, Buyer shall consult with Stockholders regarding the resolution of any issue that would affect such Stockholders, and not settle any such issue, or file any amended Tax Return relating to such issue, without the prior written consent of Acquirorthe Stockholders, which consent may shall not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide . Where consent to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required settlement is withheld by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it either Stockholder pursuant to this Section 7.4(c)(i8.6(b). Such materials , such Stockholder may continue or initiate any further proceedings at his own expense, provided, that any liability of Buyer, after giving effect to this Agreement, shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of not exceed the requested delivery dateliability that would have resulted had such Stockholder not withheld his consent. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Purchaser, the Seller, the Company and Seller the Subsidiaries and their respective Affiliates shall cooperate fully, as in the preparation and to filing of all Tax Returns for any Tax periods for which one Party could reasonably require the extent reasonably requested by assistance of the other PartyParty in obtaining any necessary information and in any audit, in connection with the filing of Tax Returns and any Tax Audit litigation or other Action proceeding with respect to Taxes. Such cooperation shall include include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the retention and (upon the preparation of such Tax Returns, furnishing such other information within such Party’s request) possession requested by the provision of records and information that are reasonably Party filing such Tax Returns as is relevant to any Tax Audit or other Action with respect to Taxes their preparation, and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties Such cooperation and information also shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to the Company or any Subsidiary, and providing copies of all relevant Tax Returns to the extent related to the Company or any Subsidiary, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and Tax basis of property, which the requested Party may possess. Each of the Purchaser and the Seller agree (A) to, and, in the case of the Purchaser, it agrees to cause the Company and the Subsidiaries to, retain all books and records with respect to Tax matters pertinent to the Company and its or the Subsidiaries relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Sellerthe other party, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give Entity. The Purchaser, the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, Company and the Subsidiaries and their respective Affiliates shall allow the other Party make their respective employees and facilities available on a mutually convenient basis to take possession of such books and recordsexplain any documents or information provided hereunder. (iib) The Seller shall have the sole right right, at their own expense, to represent (through counsel control any Tax audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of its choice at its expense) Company’s deficiency, or other adjustment or proposed adjustment relating to any and its Subsidiaries’ interests in respect of, and shall have control all Taxes of the defense, compromise Seller for any Taxable period ending on or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after before the Closing Date. In The Purchaser shall have the case right, at its own expense, to control any other Tax audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of a Straddle Period (deficiency, or other than any Straddle Period adjustment or proposed adjustment relating to Taxes with respect to the Xxxxxxx US Affiliated Groupbusiness of the Company or any Subsidiary (with the Seller to cooperate and consult with the Purchaser with respect to any such matter as provided in Section 12.5(a) hereof), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and; provided that, with respect to any item the written adjustment of which may cause the Seller to become obligated to make any payment pursuant to Section 12.1 hereof, the Purchaser shall consult with Seller regarding the resolution of any issue that would affect such Seller, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Acquiror (the Seller, which consent shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror In addition to the agreements of the Parties set forth in Section 9.1, the Parties and Seller their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax periods for which one Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages to the extent related to the Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party's possession requested by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include the retention and (upon the other Party’s request) the without limitation provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable Governmental Entity responsible for the imposition of Taxes (a "Taxing Authority") which relate to the Company, and providing copies of all relevant Tax Audit Returns to the extent related to the Company, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested Party may possess. The Parties and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree Each Party shall be reimbursed for such assistance in the manner provided for in Section 9.1(c). (Ab) Parent and Seller shall have the right, at their own expense, to retain control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all books and records Taxes for any taxable period ending on or before the Closing Date with respect to the Company. Buyer shall have the right, at its own expense, to control any other Tax matters pertinent to Company Audit, initiate any other claim for refund, and its Subsidiaries contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Company; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries ending after the Closing Date. In , and (ii) any item the case adjustment of a Straddle Period (other than which may cause Parent or Seller to become obligated to make any Straddle Period payment pursuant to Section 8.2(a) hereof, Buyer shall consult with Parent and Seller with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose resolution of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller issue that would affect Parent and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (i) Acquiror Buyer and Seller and their respective Affiliates shall cooperate fully, as and to in the extent reasonably requested by the other Party, in connection with the filing preparation of all Tax Returns and the conduct of any Tax Audit audit or other Action with respect to Taxescontest for any Tax periods for which any such person could reasonably require the assistance of another such person in obtaining any necessary information. Such cooperation shall include furnishing prior years’ Tax Returns or return preparation packages to the retention extent related to the Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of any such audit or contest, furnishing such other information within such party’s possession requested by the party filing such Tax Returns or defending such Tax audit or contest as may be relevant, executing any Tax Returns or other documents as may be required, and (upon the other Party’s request) the provision facilitating payment of records Taxes as may be required. Such cooperation and information that are reasonably relevant also shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Company, and providing copies of all relevant Tax Audit Returns to the extent related to the Company, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect determinations by any Taxing Authority and, to Taxes the extent relevant, records concerning the ownership and making Tax basis of property, which the requested party may possess. Buyer and Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records Buyer shall consult with Seller with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action any issue that would adversely affect Company Seller or any of its Subsidiaries after Affiliates, and not settle any such issue, or file any amended Tax Return relating to such issue, without the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall Seller, such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary, at Seller’s sole expense, may assume the Seller shall control of such entire any tax audit or contest related to Pre-Closing Group Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose Returns; provided that the Seller shall consult with the Buyer with respect to the resolution of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s issue that would affect Buyer or any of its Affiliates’ liability, and not settle any such issue, or file any amended Tax Return relating to such issue, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date ifBuyer, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not to be unreasonably withheld, conditioned or delayed. Section 8.1(c) shall apply to any cooperation provided in this Section 7.4 mutatis mutandis. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (i) Acquiror Buyer shall provide to the Representative, and Seller the Representative shall cooperate fullyprovide to Buyer, such material documents and other relevant information, without charge and in a timely fashion, as and to each may reasonably request of the extent reasonably requested by the other Partyother, in connection with the preparation, review and filing of Tax Returns pursuant to Section 8.03(a) and any Tax Audit audit, litigation or other Action Proceeding or governmental investigation with respect to TaxesTaxes imposed on HIG Holdco, the Company or any of its Subsidiaries. Such cooperation shall include the retention and (and, upon the other Party’s request) , the provision of records and information that are reasonably relevant to any Tax Audit such audit, litigation or other Action with respect to Taxes Proceeding or governmental investigation and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) Buyer agrees to retain all books and records with respect to Tax matters pertinent to HIG Holdco, the Company and its Subsidiaries relating to any taxable period beginning before the Pre-Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periodsTax Period in accordance with its normal document retention policies, and to abide by all record retention agreements arrangements entered into with any Governmental Taxing Authority and with respect thereto. If notice of any legal Proceeding or governmental investigation with respect to Taxes of the HIG Holdco, the Company or any of the Subsidiaries (Ba “Tax Claim”) shall be received by either party for which the Unitholders may reasonably be expected to be liable pursuant to Section 11.02(a), the notified party shall notify such other party in writing of such Tax Claim; provided, that the failure of the notified party to give the other Party written party notice at least ninety (90) days prior as provided herein shall not relieve such failing party of its obligations under Section 11.02 except to transferring, destroying or discarding any such books and records and, if the extent that the other Party so requestsparty is materially prejudiced thereby. Subject to the next sentence, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) Seller Buyer shall have the sole right to represent (through counsel of its choice right, at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control the expense of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely Unitholders to the extent such Tax Audit or Action relates Claim is subject to indemnification by the Unitholders pursuant to Section 11.02(a), to represent the interests of HIG Holdco, the Company and/or its Subsidiaries and the resolution Subsidiaries in any Tax Claim; provided, that with respect to a Tax Claim relating to taxable periods ending on or before (or including) the Closing Date, the Representative shall have the right to participate, at its own expense, in the defense of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after Claim and Buyer shall not settle such Tax Claim without the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (the Representative, which consent shall not be unreasonably withheld, conditioned or delayed). The Representative shall have the right to represent HIG Holdco, at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to any Tax periods or portions thereof ending on or before Claim that relates exclusively to a Pre-Closing Tax Period; provided, that Buyer shall have the Closing Date (or with respect right to participate, at its own expense, in the defense of any Straddle Period) such Tax Claim, and the Representative shall not settle such Tax Claim without the prior written consent of SellerBuyer, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. To the extent there is a conflict between this Section 8.05 and any other provision in this Agreement, this Section 8.05 shall control. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Purchaser, the Sellers, the Company and Seller the Subsidiaries and their respective Affiliates shall cooperate fullyin the preparation and filing of all Tax Returns for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information and in any Tax Proceeding. Such cooperation and information shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to the Company or any Subsidiary, as and providing copies of all relevant Tax Returns to the extent reasonably related to the Company or any Subsidiary, together with accompanying schedules and related work papers, which the requested by Party may possess. Each of the other PartyPurchaser and the Sellers agree to, and, in connection with the filing case of Tax Returns the Purchaser, it agrees to cause the Company and any Tax Audit or other Action with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit or other Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) to Subsidiaries to, retain all books and records with respect to Tax matters pertinent to the Company and its or the Subsidiaries relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Sellerthe other party, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority Entity. The Purchaser, the Company and (B) the Subsidiaries and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to give the other Party written notice at least ninety (90) days prior to transferring, destroying explain any documents or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and recordsinformation provided hereunder. (iib) Seller The Sellers shall have the sole right right, at their own expense, to represent (through counsel control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of its choice at its expense) Company’s deficiency, or other adjustment or proposed adjustment relating to any and its Subsidiaries’ interests in respect of, and shall have control all Taxes of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than Subsidiary for any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof Taxable period ending on or before the Closing Date (Date. The Purchaser shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the business of the Company or any Subsidiary; provided that, with respect to any Straddle Period) item the adjustment of which may cause the Sellers to become obligated to make any payment pursuant to Section 12.1 or Article XI hereof, the Purchaser shall consult with Sellers regarding the resolution of any issue that would affect such Sellers, and not settle any such issue, or file any amended Tax Return relating to such issue, without the prior written consent of Sellerthe Sellers, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer and Seller and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax periods for which one Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages to the extent related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and such other information, in each case, to the extent within such Party's possession requested by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include the retention and (upon the other Party’s request) the without limitation provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the "Taxing Authority") which ---------------- relate to the Business, and providing copies of all relevant Tax Audit Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and Tax basis of property, which the requested Party may possess. Buyer and Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree . (Ab) Seller shall have the right, at its own expense, to retain control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim --------- for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all books and records Taxes for any taxable period ending on or before the Closing Date with respect to the Business. Buyer shall have the right, at its own expense, to control any other Tax matters pertinent to Company Audit, initiate any other claim for refund, and its Subsidiaries contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date until and ending after the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, Closing Date and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) any item the adjustment of which may cause Seller to become obligated to make any payment pursuant to Section 9.1(a) hereof, Buyer shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that consult with Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose resolution of any Tax Audit or Action for which Seller or issue that would affect Seller, and not settle any of its Affiliates may have liabilitysuch issue, or which may result in an increase in Seller’s or file any of its Affiliates’ liabilityamended Tax Return relating to such issue, without the prior written consent of Seller. Where consent to a settlement is withheld by Seller pursuant to this Section, which consent Seller may be withheld in the sole discretion continue or initiate any further proceedings at its own expense, provided that any liability of SellerBuyer, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect after giving effect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall exceed the liability that would have resulted had Seller not cause or permit any of withheld its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayedconsent. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer, the Seller, the Company and Seller shall cooperate fullythe Subsidiaries and their respective Affiliates agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the extent Taxes, including, without limitation, access to books and records, as is reasonably requested by the other Party, in connection with necessary for the filing of all Tax Returns and by the Buyer, the Seller or the Company, the making of any election relating to Taxes, the preparation for any Tax Audit audit and the prosecution or other Action with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision defense of records and information that are reasonably relevant any claim, suit or proceeding relating to any Tax Audit or other Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderTax. The Parties agree (A) to Buyer, the Seller, the Company and the Subsidiaries and their respective Affiliates shall also cooperate in seeking relief from the Internal Revenue Service for the inadvertent termination of the Company’s S corporation status if applicable. Each of the Buyer and the Seller shall retain all books and records with respect to Tax matters pertinent to Taxes for a period of at least seven (7) years following the Closing Date. (b) The Buyer, the Company and its Subsidiaries Subsidiaries, and their Affiliates, on the one hand, and the Seller and his Affiliates, on the other hand, shall promptly notify each other upon receipt by such party of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to any taxable a Taxable period beginning (or portion thereof) ending on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records andinquiry, if the other Party so requestsclaim, Acquiror assessment, audit or Sellersimilar event, as the case may be, shall allow the other Party to take possession of such books and recordsa “Tax Matter”). (iic) The Seller shall have the sole right to represent (through counsel of its choice right, at its own expense) Company’s and its Subsidiaries’ interests in respect of, and shall have to control any Tax Matter relating to Income Taxes of the defenseCompany or the Subsidiaries for any Taxable period ending on or before the Closing Date, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that the Buyer shall have the right, at its own expense, to participate in such Tax Matter, and the Seller shall allow Company and its counsel to participate, at Company’s sole expense, in not settle or compromise any such Tax Audit Matter which may have the effect of materially increasing the Tax Liability of the Buyer, the Company, the Subsidiaries or Action solely to the extent such their Affiliates for any Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries period ending after the Closing Date. In without the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group)Buyer’s prior written consent, Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written which consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed). The Buyer shall have the right to control any other Tax Matter with respect to the business of the Company or the Subsidiaries; provided, however, that, the Seller shall have the right at Seller’s sole its own expense, may assume to participate in any such Tax Matter and the control of Buyer shall not settle any such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for Matter which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any the effect of its Affiliates’ liability, materially increasing the Tax Liability of the Seller without the prior written consent of the Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and the Seller and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax periods for which the Buyer or the Seller could reasonably requested by require the assistance of the other Party, in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages to the extent related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such other party's possession requested by the party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include the retention and (upon the other Party’s request) the provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable Governmental Entity which relate to the Business, and providing copies of all relevant Tax Audit Returns to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Governmental Entity and making records concerning the ownership and Tax basis of property, which the requested party may possess. The Buyer and the Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. . (b) The Parties agree Seller shall have the right, at its own expense, to control any audit or examination by any Governmental Entity (A) "Tax Audit"), initiate any claim for refund, or contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to retain any and all books and records Taxes for any taxable period ending on or before the Closing Date with respect to the Business. The Buyer shall have the right, at its own expense, to control any other Tax matters pertinent to Company Audit, initiate any other claim for refund, and its Subsidiaries contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Business; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date until and ending after the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, Closing Date and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) any item the adjustment of which may cause the Seller to become obligated to make any payment pursuant to Section 7.1(a) hereof, the Buyer shall have consult with the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose resolution of any Tax Audit or Action for which Seller or issue that would affect the Seller, and not settle any of its Affiliates may have liabilitysuch issue, or which may result in an increase in Seller’s or file any of its Affiliates’ liabilityamended Tax Return relating to such issue, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In Where consent to a settlement is withheld by the event of any conflict between ARTICLE X and Seller pursuant to this Section 7.4(e)(ii7.4(b), the Buyer may continue or initiate any further proceedings at its own expense, provided that any liability of the Buyer, after giving effect to this Section 7.4(e)(ii) shall control. (iii) Acquiror Agreement and Seller further agreethe Asset Purchase Agreement, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall exceed the liability that would have resulted had the Seller not cause or permit any of withheld its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayedconsent. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer and Seller Sellers and their respective Affiliates shall cooperate fullyin the preparation of all Tax Returns and resolution of all Tax Audits and contests for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary or appropriate information. Such cooperation shall include, but not be limited to, furnishing in a timely manner any information within a Party’s possession or subject to that Party’s control as and to the extent may be reasonably requested by the other Party, in connection with Party filing such Tax Returns. Such cooperation and information also shall include provision of powers of attorney for the filing purpose of signing Tax Returns and defending Tax Audits and contests and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing 48 (b) Each Seller shall have the right, at its own expense, to control any Tax Audit or contest and to resolve and defend against any assessment, notice of deficiency, or other Action adjustment or proposed adjustment relating to any Taxes or Tax Returns of such Seller. Buyer shall have the right, at its own expense, to control any other Tax Audit or contest and to resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes or Tax Returns with respect to Taxes. Such cooperation shall include the retention and (upon Acquired Assets or the other Party’s request) operations of the provision of records and information that are reasonably relevant to Business for any Tax Audit or other Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror on or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other This Section 7.4(b) rather than any Straddle Period Section 6.3(a) shall govern with respect to the Xxxxxxx US Affiliated Group)allocation of responsibility for the conduct of Tax Audits, Seller shall be entitled Tax contests, claims for Tax refunds, and proceedings relating to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion assessments, notices of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate deficiency or other document from any Governmental Authority adjustments or any other Person as may be necessary proposed adjustments relating to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement)Taxes. (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyers and Seller and their respective Affiliates shall cooperate fully, as and to in the extent reasonably requested by the other Party, in connection with the filing preparation of all Tax Returns and for any Tax Audit or other Action with respect to Taxesperiods for which any such Party could reasonably require the assistance of another such party in obtaining any necessary information. Such cooperation and information shall include the retention promptly forwarding copies of appropriate notices and (upon the forms or other Party’s request) the provision of records and information that are reasonably relevant communications received from or sent to any Tax Audit applicable Governmental Entity responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Business or other Action with respect to Taxes the Acquired Assets. Buyers and making Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (iib) Seller Tax Contests shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely be subject to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period following provisions: (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), i) Seller shall be entitled to participate at their expense in manage, conduct and control any Tax Audit tax audits, examinations, appeals, litigation, or Action other tax proceedings involving tax items and issues relating in any part to Taxes attributable relating to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing Business with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall taxable period (or shall cause or permit Company and its Subsidiaries toportion thereof) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date for which Seller is liable under Section 6.1(g) or this Article VIII (each, a “Tax Contest”). However, to the extent Buyers could reasonably be expected to have successor liability for the Taxes that are the subject of such Tax Contest, then the Parties shall jointly control the Tax Contest. In any event, any settlement or other disposition of any Tax Contest controlled by Seller pursuant to this paragraph, which could result in an increase in any Taxes payable by any Buyer in any taxable period (or with respect to any Straddle Periodportion thereof) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries beginning after the Closing Date without may only be with the prior written consent of AcquirorBuyers, which consent may will not be unreasonably withheld, conditioned withheld or delayed. (viiii) Acquiror shallNotwithstanding anything in Section 6.3 to the contrary, this Section 8.4(b) shall govern the conduct of any Tax Contests relating to the Acquired Assets and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery dateBusiness. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and the Seller and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax periods for which one Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages to the extent related to the Company or the Subsidiary illustrating previous reporting practices or containing historical information relevant to the -44- 53 preparation of such Tax Returns, and furnishing such other information within such Party's possession requested by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include the retention and (upon the other Party’s request) the without limitation provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the imposition of Taxes (the "Taxing Authority") which relate to the Company or the Subsidiary, and providing copies of all relevant Tax Audit Returns to the extent related to the Company or the Subsidiary, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and tax basis of property, which the requested Party may possess. The Buyer and the Seller and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation of any material provided hereunder. . (b) The Parties agree Seller shall have the right, at its own expense, to control any audit or examination by any Taxing Authority (A) "Tax Audit"), initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to retain any and all books and records Taxes for any taxable period ending on or before the Closing Date with respect to Tax matters pertinent to the Company and the Subsidiary, provided that the Seller shall not settle or compromise any audit in a manner that is inconsistent with any position taken on prior Tax Returns and that would materially adversely affect the Company after the Closing Date without obtaining the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. The Buyer shall have the right, at its Subsidiaries own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Company and the Subsidiary; provided that, with respect to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date until and ending after the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, Closing Date and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) any item the adjustment of which may cause the Seller to become obligated to make any payment pursuant to Section 9.2(a) hereof, the Buyer shall have consult with the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group)resolution of any issue that would affect the Seller, Seller shall be entitled and not settle any such issue, or file any amended Tax Return relating to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to such issue, without the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (the Seller, which consent shall not be unreasonably withheld. Where consent to a settlement is withheld by the Seller pursuant to this Section, conditioned the Seller may continue or delayed), initiate any further proceedings at Seller’s sole its own expense, may assume provided that any liability of the control of such entire Tax Audit or Action. None of AcquirorBuyer, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect after giving effect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall exceed the liability that would have resulted had the Seller not cause or permit any of withheld its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayedconsent. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and Seller the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article 5 and any Tax Audit or other Action Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit such audit or other Action with respect to Taxes Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror the Buyer or Sellerthe Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Taxing Authority (any such agreements are listed in Schedule 5.5(a) hereof), and (Bii) to give the other Party reasonable written notice at least ninety (90) days prior to transferring, destroying destroying, or discarding any such books and records and, if the other Party so requests, Acquiror the Buyer or Sellerthe Sellers, as the case may be, shall allow the other Party to take possession of such books and records. (iib) Seller The Sellers shall have the sole right to represent (through counsel of its choice at its expense) the Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating Proceeding by any Taxing Authority with respect to (A) any Pre-Tax periods or portions thereof ending on or before the Closing Tax Period Date and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its to employ counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Datechoice at its expense. In the case of a Straddle Period (other than any Straddle Period with respect to Period, the Xxxxxxx US Affiliated Group), Seller Sellers shall be entitled to participate at their its expense in any Tax Audit or Action Proceeding relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of Acquiror the Buyer (which shall not be unreasonably reasonably withheld, conditioned or delayed), at Seller’s the Sellers’ sole expense, may assume the control of such entire Tax Audit or ActionProceeding. None of Acquiror, Neither Buyer or Sellers or any of its Affiliates or Company and its Subsidiaries their respective affiliates may settle or otherwise dispose of any Tax Audit or Action Proceeding for which Seller or any of its Affiliates the other party may have liabilitya liability under this Agreement or retroactive or prospective tax consequence, or which may result in an increase in Sellereither’s or any of its Affiliates’ liabilityliability under this Agreement, without the prior written consent of Sellerthe affected party or affiliate, which consent shall not be unreasonably withheld but which may be withheld in conditioned on indemnifying the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing affected party or affiliate with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall controlliability. (iiic) Acquiror The Buyer and Seller the Sellers further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreementhereby). (ivd) Acquiror The Buyer and Seller the Sellers further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §§ 6043, or Code §§ 6043A, or Treasury Regulations promulgated thereunder. (ve) Neither Acquiror the Buyer (or its Affiliates) nor any of its Affiliates the Sellers (or their Affiliates) shall (or shall cause or permit the Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax Return relating in whole or in part to the Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Sellerthe other party’s representative, which consent may be withheld in the sole discretion of Sellerthe representative. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (a) The Buyers and the Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages for each Business Subsidiary and for the Acquired Assets to the extent related to the Business illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party's possession requested by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Taxing Authority which relate to the Business or any Business Subsidiary, and providing copies of all relevant Tax Returns of the Business Subsidiaries or to the extent related to the Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and Tax basis of property, which the requested Party may possess. The Buyers and the Sellers and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. Notwithstanding anything to the contrary in Section 6.4, each of the Sellers and the Buyers shall retain all Tax Returns, work papers and all material records or other documents in its possession (or in the possession of its Affiliates) relating to Tax matters of any Business Subsidiary for any taxable period that includes the Closing Date and for all prior taxable periods until the later of (i) Acquiror the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions or (ii) six years following the due date (without extension) for such Tax Returns. After such time, before any Seller or any Buyer shall cooperate fullydispose of any such documents in its possession (or in the possession of its Affiliates), as and to the extent reasonably requested by the other Partyparty shall be given an opportunity, after ninety (90) days' prior written notice, to remove and retain all or any part of such documents as such other party may select (at such other party's expense). Any information obtained under this Section 8.4 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns and or claims for refund or in conducting an audit or other proceeding. (i) After the Closing, the Buyers shall promptly notify the Sellers in writing of the proposed assessment or the commencement of any Tax Audit audit or administrative or judicial proceeding or of any demand or claim on any Buyer, its Affiliates, or any Business Subsidiary which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification by any Seller under Section 8.2 or which, in the case of a Tax audit of the French Business Subsidiary, relates to the years 2004 and 2005 (during which such periods such Business Subsidiary was part of the French Seller tax-consolidated group). Such notice shall contain factual information (to the extent known to any Buyer, its Affiliates or any Business Subsidiary) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other Action document received from any taxing authority in respect of any such asserted Tax liability. If any Buyer fails to give any Seller prompt notice of an asserted Tax liability as required by this Section 8.4(b), then such Seller shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the extent that failure to give such notice results in a detriment to such Seller. If SkillSoft PLC fails to give Thomson France prompt notice of the commencement of any Tax audit relating to the period during which the French Business Subsidiary was part of the French Seller tax-consolidated group, then SkillSoft PLC shall have an obligation to indemnify the French Seller for any damage arising out of this lack of notification, but only to the extent that failure to give such notice results in a detriment to the French Seller. If SkillSoft PLC fails to give Thomson Germany prompt notice of the commencement of any Tax audit relating to the period during which NETg GmbH (Germany) was part of the Thomson Germany tax-consolidated group, then SkillSoft PLC shall have an obligation to indemnify Thomson Germany for any damage arising out of this lack of notification, but only to the extent that failure to give such notice results in a detriment to Thomson Germany. (ii) In the case of a Tax audit or administrative or judicial proceeding (a "Contest") that relates solely to taxable periods ending on or before the Closing Date, each Seller shall have the sole right, at its expense, to control the conduct of such Contest; provided, however, that such Sellers may not settle or resolve any Contest if such settlement or resolution would adversely affect any Buyer, any Business Subsidiary or any of their Affiliates without the prior consent of SkillSoft PLC. (iii) The Sellers shall have the right, at their own expense, to control any Tax Audit, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the Closing Date with respect to Taxesthe Business; provided, however, that the Sellers may not settle or resolve any Contest if such settlement or resolution would adversely affect any Buyer, any Business Subsidiary or any of their Affiliates without the prior consent of SkillSoft PLC. Such cooperation SkillSoft PLC shall include have the retention right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and (upon the contest, resolve and defend against any other Party’s request) the provision assessment, notice of records and information that are reasonably relevant to any Tax Audit deficiency, or other Action adjustment or proposed adjustment relating to Taxes with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation of any material the Business; provided hereunder. The Parties agree (A) to retain all books and records that, with respect to Tax matters pertinent to Company and its Subsidiaries relating to (i) any state, local or foreign Taxes for any taxable period beginning before the Closing Date until and ending after the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, Closing Date and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 8.1(a) hereof, SkillSoft PLC shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that consult with such Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose resolution of any Tax Audit or Action for which Seller or issue that would affect such Seller, and not settle any of its Affiliates may have liabilitysuch issue, or which may result in an increase in Seller’s or file any of its Affiliates’ liabilityamended Tax Return relating to such issue, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of Where consent to a settlement is withheld by any conflict between ARTICLE X and Seller pursuant to this Section 7.4(e)(ii8.4(b), this Section 7.4(e)(ii) shall control. (iii) Acquiror and such Seller may continue or initiate any further agreeproceedings at its own expense, upon requestprovided that any liability of the Buyers, after giving effect to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement), shall not exceed the liability that would have resulted had such Seller not withheld its consent. (iv) Acquiror Each Buyer and each Seller further agreeagree to cooperate, upon requestand SkillSoft PLC agrees to cause the Business Subsidiaries to cooperate, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion defense against or compromise of Sellerany claim in any Contest. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Parties and Seller their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Returns for any Tax periods for which one Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns and obtaining any Tax Audit or other Action with respect to Taxesnecessary information. Such cooperation shall include include, but not be limited to, furnishing prior years’ Returns or return preparation packages to the retention extent related to a Company or Subsidiary illustrating previous reporting practices or containing historical information relevant to the preparation of such Returns, and (upon the furnishing such other information within such Party’s request) possession requested by the Party filing such Returns as is relevant to their preparation. Such cooperation and information also shall include without limitation provision of records powers of attorney for the purpose of signing Returns and information that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Tax Audit applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the Company, and providing copies of all relevant Returns to the extent related to either Company, together with accompanying schedules and related workpapers, documents relating to rulings or other Action with respect to Taxes determinations by any Taxing Authority and making records concerning the ownership and tax basis of property, which the requested Party may possess. The Parties and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional explain any documents or information and explanation provided hereunder. (b) Purchaser shall promptly notify Seller in writing of any material written notice of a proposed assessment or claim in an audit or administrative or judicial proceeding involving the Company which, if determined adversely to the taxpayer, would be grounds for indemnification under this ARTICLE IV; provided, however, that a failure to give such notice will not affect Purchaser’s right to indemnification hereunder, except to the extent, if any, that, but for such failure, Seller could have avoided the Tax liability in question. In the case of an audit or administrative or judicial Proceeding that relates to any pre-Closing taxable year or period, provided hereunder. The Parties agree that within thirty (A30) days after Seller receives the written notice from Purchaser required under this Section 4.6(b) and prior to retain all books and records taking any action with respect to Tax matters pertinent such audit or administrative or judicial proceeding, Seller acknowledges in writing its liability under this Section 4.6 to Company and its Subsidiaries relating to hold the Purchaser Indemnified Parties harmless against the full amount of any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, adjustment which may be made as the case may be, shall allow the other Party to take possession a conduct of such books and records. (ii) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Groupproceeding; provided, however, that Seller shall allow not settle or otherwise compromise any issue or matter without Purchaser’s prior written consent if such issue or matter will have a material affect on the Tax liability of Purchaser or the Company and its counsel to participate, at Company’s sole expense, for a post-Closing taxable year or period. Purchaser also may participate in any such Tax Audit audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Dateproceeding. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liabilityPurchaser may, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and any effect to its Affiliates in writing with respect right to such liability in a manner satisfactory to Seller. In the event of any conflict between indemnification under this ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon requestIV, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person defend the same in such manner as it may be necessary to mitigatedeem appropriate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect settling such audit or proceeding. Except as provided otherwise in this ARTICLE IV, Purchaser shall control at its own expense any and all audit, administrative and judicial proceedings related to the transactions contemplated by this Agreement). (iv) Acquiror and Seller further agree, upon request, to provide Company or the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery dateTaxes.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror The Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article 5 and any Tax Audit or other Action Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any Tax Audit such audit or other Action with respect to Taxes Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Acquiror the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Taxing Authority (any such agreements are listed in Schedule 5.5(a) hereof), and (Bii) to give the other Party reasonable written notice at least ninety (90) days prior to transferring, destroying destroying, or discarding any such books and records and, if the other Party so requests, Acquiror the Buyer or the Seller, as the case may be, shall allow the other Party to take possession of such books and records. (iib) The Seller shall have the sole right to represent (through counsel of its choice at its expense) the Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating Proceeding by any Taxing Authority with respect to (A) any Pre-Tax periods or portions thereof ending before the Closing Tax Period Date and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its to employ counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Datechoice at its expense. In the case of a Straddle Period (other than any Straddle Period with respect to Period, the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their its expense in any Tax Audit or Action Proceeding relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on before the Closing Date and, with the written consent of Acquiror the Buyer (which shall not be unreasonably withheld, conditioned or delayed), at the Seller’s sole expense, may assume the control of such entire Tax Audit or ActionProceeding. None of Acquiror, any of Neither the Buyer (or its Affiliates Affiliates) nor the Seller (or Company and its Subsidiaries Affiliates) may settle or otherwise dispose of any Tax Audit or Action Proceeding for which Seller or any of its Affiliates the other party may have liabilitya liability under this Agreement or retroactive or prospective tax consequence, or which may result in an increase in Sellereither’s or any of its Affiliates’ liabilityliability under this Agreement, without the prior written consent of Sellerthe affected party or affiliate, which consent shall not be unreasonably withheld but which may be withheld in conditioned on indemnifying the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing affected party or affiliate with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall controlliability. (iiic) Acquiror The Buyer and the Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreementhereby). (ivd) Acquiror The Buyer and the Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §§ 6043, or Code §§ 6043A, or Treasury Regulations promulgated thereunder. (ve) Neither Acquiror the Buyer (or its Affiliates) nor any of the Seller (or its Affiliates Affiliates) shall (or shall cause or permit the Company and its Subsidiaries to) amend, refilere-file, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax Return relating in whole or in part to the Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) MEMBERSHIP INTEREST PURCHASE AGREEMENT 24 without the prior written consent of Sellerthe other party’s representative, which consent may be withheld in the sole discretion of Sellerthe representative, unless such modification does not result in any adverse Tax consequences to such other Party. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

Cooperation on Tax Matters; Tax Audits. (ia) Acquiror Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of Buyer’s Affiliates or any Transferred Subsidiary of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may affect the Tax liabilities of any Transferred Subsidiary for which Seller would be required to indemnify Buyer pursuant to Section 6.1(c); provided that failure to comply with this provision shall not affect Buyer’s right to indemnification hereunder except to the extent such failure results in an increase in the amount for which Seller is liable under Section 6.1(c). Seller shall promptly notify Buyer in writing upon receipt by Seller or any of Seller’s Affiliates of notice of any pending or threatened federal, state, local or foreign Tax audits or assessments which may affect the Tax liabilities of any Transferred Subsidiary for which Buyer would be required to indemnify Seller pursuant to Section 6.2(c); provided that failure to comply with this provision shall not affect Seller’s right to indemnification hereunder except to the extent such failure directly results in an increase in the amount for which Buyer is liable under Section 6.2(c). Seller and Buyer shall fully cooperate in providing Tax information reasonably required in connection with any audits or for other reasonable purposes. (b) Seller shall have the right to represent each Transferred Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods, and to employ counsel of its choice and at its expense; provided, however, that Buyer shall be entitled to participate in the conduct of such audit or administrative or court proceeding at its expense. If Seller chooses not to represent a Transferred Subsidiary in any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Periods, then Buyer shall have the sole right to represent such Transferred Subsidiary. Notwithstanding the foregoing, Seller shall not be entitled to settle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect in any material respect the liability for Taxes of Buyer or any Transferred Subsidiary for any years or periods ending after the Closing Date without the prior written consent of Buyer. Such consent shall not be unreasonably withheld, conditioned or delayed and shall not be necessary to the extent that Seller has indemnified Buyer against the effects of any such settlement. (c) Buyer shall have the sole right to represent each Transferred Subsidiary’s interests in any Tax audit or administrative or court proceeding for Post-Closing Tax Periods, and to employ counsel of its choice and at its expense. Notwithstanding the foregoing, Buyer shall not be entitled to settle after the Closing Date, either administratively or after the commencement of litigation, any claim for Taxes which would adversely affect in any material respect the liability for Taxes of Seller or any Transferred Subsidiary for any period for which Seller must indemnify Buyer pursuant to Section 6.1(c) without the prior written consent of Seller. Such consent shall not be unreasonably withheld, and shall not be necessary to the extent that Buyer has indemnified Seller against the effects of any such settlement. (d) Seller shall have the sole right to represent each Transferred Subsidiary’s interests in any Tax audit or administrative or court proceeding relating to any Straddle Period, and to employ counsel of its choice and at its expense; provided, however, that if such audit or administrative or court proceeding would be reasonably likely to result in a material increase in Tax liability of any Transferred Subsidiary which may be subject to indemnification by Buyer pursuant to Section 6.2(c), Buyer shall be entitled to participate in the conduct of such audit or administrative or court proceeding at its expense. Notwithstanding the foregoing, neither Seller nor any Transferred Subsidiary may agree to settle any claim for the portion of the Straddle Period which may be the subject of indemnification by Buyer under Section 6.2(c) without the prior written consent of Buyer, which consent shall not be unreasonably withheld. (e) Buyer, each Transferred Subsidiary, and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any Tax Audit audit, examination, litigation or other Action proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that which are reasonably relevant to any Tax Audit such audit, litigation or other Action with respect to Taxes proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (andBuyer, to the extent notified by Acquiror or Seller, any extensions thereof) of the respective taxable periodseach Transferred Subsidiary, and to abide by all record retention agreements entered into with any Governmental Authority and (B) to give the other Party written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) Seller shall have the sole right to represent (through counsel of its choice at its expense) Company’s and its Subsidiaries’ interests in respect of, and shall have control of the defense, compromise or other resolution of, any audit or examination (“Tax Audit”) or Action relating to (A) any Pre-Closing Tax Period and (B) the Xxxxxxx US Affiliated Group; provided, however, that Seller shall allow Company and its counsel to participate, at Company’s sole expense, in any such Tax Audit or Action solely to the extent such Tax Audit or Action relates to Company and/or its Subsidiaries and the resolution of such Tax Audit or Action would adversely affect Company or any of its Subsidiaries after the Closing Date. In the case of a Straddle Period (other than any Straddle Period with respect to the Xxxxxxx US Affiliated Group), Seller shall be entitled to participate at their expense in any Tax Audit or Action relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on the Closing Date and, with the written consent of Acquiror (which shall not be unreasonably withheld, conditioned or delayed), at Seller’s sole expense, may assume the control of such entire Tax Audit or Action. None of Acquiror, any of its Affiliates or Company and its Subsidiaries may settle or otherwise dispose of any Tax Audit or Action for which Seller or any of its Affiliates may have liability, or which may result in an increase in Seller’s or any of its Affiliates’ liability, without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller, unless Acquiror fully indemnifies Seller and its Affiliates in writing with respect to such liability in a manner satisfactory to Seller. In the event of any conflict between ARTICLE X and this Section 7.4(e)(ii), this Section 7.4(e)(ii) shall control. (iii) Acquiror and Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person Entity as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreementhereunder). (iv) Acquiror and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. (v) Neither Acquiror nor any of its Affiliates shall (or shall cause or permit Company and its Subsidiaries to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of Seller, which consent may be withheld in the sole discretion of Seller. (vi) Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, withdraw or otherwise modify any Tax Return, claim, surrender, notice or consent in respect of Tax relating in whole or in part to Company and its Subsidiaries with respect to a Tax period or portions thereof ending on or before the Closing Date if, such action would adversely affect Company and/or its Subsidiaries after the Closing Date without the prior written consent of Acquiror, which consent may not be unreasonably withheld, conditioned or delayed. (vii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller in accordance with Company and its Subsidiaries’ past practice, a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers, required by Seller to enable Seller to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Seller’s financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.4(c)(i). Such materials shall be delivered to Seller at a time sufficient for Seller to meet its reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date. (viii) Acquiror shall, and shall cause Company and its Subsidiaries to, prepare and provide to Seller a LIFO calculation as of the Closing Date for inclusion in Seller’s Tax Returns, which LIFO calculation shall be prepared in accordance with Company’s and its Subsidiaries’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Seller at a time sufficient for Seller to meet their reporting requirements, which time will be communicated to Company and its Subsidiaries and to Acquiror no less than thirty (30) days in advance of the requested delivery date.