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

Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(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, 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 or the conduct of the Tax Audit, furnishing such other information within such party’s possession requested by the party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closing. Such cooperation and information 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 Business, and providing copies of all relevant Tax Returns 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, to the extent relevant, records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer, PKI 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. (b) Sellers shall have the right, at their own expense, to 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 Taxes of the Acquired Companies or with respect to the Acquired Assets for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer with respect to the resolution of any issue that would affect Buyer, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). 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 the Acquired Companies or the Acquired Assets; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, 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 consent of PKI (such consent not to be unreasonably withheld, conditioned or delayed).

Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI MicroStrategy and their its respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such party Party could reasonably require the assistance of another such party Party in obtaining any necessary 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 or the conduct of the Tax AuditReturns, and furnishing such other information within such partyParty’s possession requested by the party Party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect is relevant to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingtheir preparation. Such cooperation and information also shall include provision of powers of attorney for the purpose of signing Tax Returns and 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 Returns 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, to the extent relevant, and records concerning the ownership and Tax basis of property, which the requested party Party may possess. Buyer, PKI Buyer and their Seller and its respective Affiliates shall make their its respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (b) Sellers MicroStrategy shall have the right, at their own expense, to 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 Taxes of the Acquired Companies or with respect to the Acquired Assets for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer Date with respect to the resolution of any issue that would affect Buyer, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Business. 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 the Acquired Companies or the Acquired AssetsBusiness; provided that, with respect to (i) any state, local or foreign Taxes for a Cutover Straddle Period any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause any Seller MicroStrategy to become obligated to make any payment pursuant to Section 7.19.1(a) hereof, Buyer shall consult with PKI MicroStrategy with respect to the resolution of any issue that would affect any SellerMicroStrategy, and not settle any such issue, or file any amended Tax Return relating to such issue, without the prior written consent of PKI (such MicroStrategy, which consent shall not to be unreasonably withheld. Where consent to a settlement is withheld by MicroStrategy pursuant to this Section, conditioned MicroStrategy may continue or delayed)initiate any further proceedings at its own expense, provided that any liability of Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had MicroStrategy not withheld its consent.

Cooperation on Tax Matters; Tax Audits. (ai) Buyer The Seller and PKI and their respective Affiliates the Purchaser (each a "PARTY") shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax tax periods for which any such party one Party could reasonably require the assistance of another such party 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 to the extent related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax AuditReturns, and furnishing such other information within such party’s Party's possession requested by the party Party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect is relevant to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingtheir preparation. Such cooperation and information also shall include provision of limited powers of attorney for the purpose of signing Tax Returns and 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 Authority that relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority andAuthority, to the extent relevant, and records concerning the ownership and Tax tax basis of property, which the requested party Party may possess. Buyer, PKI and their respective Affiliates The Seller or the Purchaser shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (bii) Sellers The Seller shall have the right, at their its own expense, to control any audit or examination by any Taxing Authority (“Tax Audit”"TAX AUDIT"), initiate any claim for refund, and contest, resolve resolve, and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Acquired Companies or with respect to the Acquired Assets taxes for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes Date for which it must file a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer Tax Return with respect to the resolution of any issue that would affect Buyer, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Company. Buyer The Purchaser shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, and contest, resolve resolve, and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes taxes with respect to the Acquired Companies or the Acquired Assets; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, 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 consent of PKI (such consent not to be unreasonably withheld, conditioned or delayed)Company.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and PKI the Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 to the extent related to 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, furnishing such other in a timely manner any information within such partya Party’s possession or subject to that Party’s control as may be reasonably requested by the party Party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closing. Such cooperation and information also shall include include, but not be limited to, provision of powers of attorney for the purpose of signing Tax Returns and 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”) Authority which relate to Raydex, the Acquired Assets or the Business, . The Buyer and providing copies of all relevant Tax Returns 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, to the extent relevant, records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer, PKI Seller 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. (b) Sellers The Seller shall have the rightright to participate in any Tax Audit or proceeding, at their own expenseincluding any discussions or negotiations with any Governmental Entity, to 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 Taxes for any and all Pre-Closing Tax Period for which the Seller has the obligation to indemnify the Buyer hereunder. The Buyer shall have the right to participate in any Tax Audit or proceeding, including in any discussions or negotiations with any Governmental Entity, relating to Taxes of the Acquired Companies or with respect to the Acquired Assets Raydex for any taxable Pre-Closing Tax Periods which may have the effect of increasing the Buyer’s or Raydex’s Tax liability for any Tax period ending on after the Closing. Neither the Seller nor the Buyer shall settle or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer with respect to the resolution of any issue that would affect Buyer, and not settle compromise any such issue, or file any amended Tax Return relating to such issue, proceeding without the prior written consent of Buyer (such the other Party, which consent will not to be unreasonably withheld, conditioned or delayed). 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 the Acquired Companies or the Acquired Assets; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, 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 consent of PKI (such consent not to be unreasonably withheld, conditioned or delayed).

Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI GB Ltd. shall, and shall cause their respective Affiliates shall to, reasonably cooperate in the preparation and filing of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such party person could reasonably require the assistance of another such party person in obtaining any necessary 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 Acquired Companies, the Acquired Assets or the AS&O 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 information, in each case, within such partyperson’s possession and as reasonably requested by the party person filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closing. Such cooperation and information also shall include provision of powers of attorney for the purpose of signing Tax Returns and defending Tax 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 Acquired Companies or the AS&O Business, and providing copies of all relevant Tax Returns to the extent related to the Acquired Companies or the AS&O Business, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and, to the extent relevant, and records concerning the ownership and Tax basis of property, which the requested party may possessperson possesses. BuyerBuyer and GB Ltd. shall, PKI and shall cause their respective Affiliates shall to, make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (b) Sellers GB Ltd. shall have the right, at their its own expense, to control any audit or examination by any Taxing Authority (“Tax Audit”), initiate any claim for refund, refund in connection with resolution of a Tax Audit and to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating made in connection with such Tax Audit of any Seller Return so long as, prior to taking control with respect to any such Tax Audit, GB Ltd. shall agree in writing to reimburse Buyer and all Taxes its Affiliates (including each of the Acquired Companies or with respect Companies) for all Taxes related to the Acquired Assets for any taxable period ending on or before the Closing Datesuch Tax Audit; provided that, with respect to that (i) any Taxes for a Cutover Straddle Period and Buyer shall have the right to participate in such proceeding at its own expense, (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI GB Ltd. shall consult with Buyer with respect to the resolution of any issue that and (iii) to the extent such Tax Audit would affect Buyerincrease the Taxes of Buyer or its Affiliates (including each of the Acquired Companies) in excess of the Taxes related to such Tax Audit, and GB Ltd. shall not settle such Tax Audit or amend any such issue, or file any amended Tax Return relating related to such issueTax Audit (excluding any Tax Audit of a consolidated, unitary or combined Seller Return that includes entities other than the Acquired Companies), in each case, without the prior written consent of Buyer (such which consent shall not to be unreasonably withheld, conditioned or delayed). Buyer shall have the right, at its own expense, 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 deficiency, or other adjustment or proposed adjustment relating to Taxes for taxable periods beginning before the Closing Date and ending after the Closing Date with respect to the Acquired Companies or the Acquired AssetsAS&O Business or any Tax Audit not controlled by GB Ltd.; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, Buyer shall consult with PKI GB Ltd. with respect to the resolution of any issue that would affect any Seller, ; (ii) GB Ltd. shall be entitled to participate in the defense of any such Tax claims at its own expense; and (iii) Buyer not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of PKI (such GB Ltd., which consent shall not to be unreasonably withheld, conditioned or delayed).

Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI the Seller and their respective Affiliates affiliates shall cooperate in the preparation of all Tax Returns Returns, including with respect to the Section 338(h)(10) Election and the conduct of any Tax Audit (as defined in Section 7.4(b)) other forms filed with such election, 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, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages to the extent related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax AuditReturns, and furnishing such other information within such party’s possession requested by the party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect is relevant to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingtheir preparation. Such cooperation and information also shall include provision of powers of attorney, if reasonably necessary, for the purpose of signing Tax Returns and 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”) Authority which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and, to the extent relevant, and records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer, PKI Buyer and the Seller and their respective Affiliates affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (b) Sellers The Seller shall have the right, at their its own expense, to control any audit or examination by any Taxing Authority (“Tax Audit”)Authority, 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 of for the Acquired Companies or Pre-Closing Tax Period with respect to the Acquired Assets for Company if such Taxes would be borne directly by the Seller or would be subject to full indemnification hereunder (“Tax Audit”), provided, that the Seller shall promptly resolve any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer with respect Tax Audit related to the resolution of Company. Buyer shall be entitled to participate in any issue that would affect Buyer, such Tax Audit and the Seller shall not settle any such issue, or file any amended Tax Return relating to such issue, Audit without the Buyer’s consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). Buyer shall have the right, at its own expense, right to control any other Tax Audittax audit or examination, 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 Acquired Companies or the Acquired AssetsCompany; provided provided, that, with respect to (i) any state, local or foreign Taxes for a Cutover any Straddle Period and (ii) any item the adjustment of which may cause any the Seller to become obligated to make any payment pursuant to Section 7.17.1(a) hereof, Buyer shall consult with PKI the Seller with respect to the resolution of any issue that would affect any the Seller, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of PKI (such consent not to be unreasonably withheld, conditioned or delayed).

Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(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, 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 or the conduct of the Tax Audit, furnishing such other information within such party’s possession requested by the party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closing. Such cooperation and information 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 Business, and providing copies of all relevant Tax Returns 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, to the extent relevant, records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer, PKI 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. (b) Sellers shall have the right, at their own expense, to 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 Taxes of the Acquired Companies or with respect to the Acquired Assets for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer with respect to the resolution of any issue that would affect Buyer, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). 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 the Acquired Companies or the Acquired Assets; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, 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 consent of PKI (such consent not to be unreasonably withheld, conditioned or delayed).

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and PKI the Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 to the extent related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax AuditReturns, and furnishing such other information within such partyParty’s possession requested by the party Party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect is relevant to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingtheir 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 applicable governmental authority responsible for the imposition of Taxes (the “Taxing Authority”) Governmental Entity which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpaperswork papers, documents relating to rulings or other determinations by any Taxing Authority and, to the extent relevant, Governmental Entity and records concerning the ownership and Tax basis of property, which the requested party Party may possess. Buyer, PKI The Buyer 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. (b) Sellers The Buyer shall have the right, at their its own expense, to control any audit or examination by any Taxing Authority (“Tax Audit”)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 of the Acquired Companies or for any Taxable period with respect to the Acquired Assets for any taxable period ending on or before the Closing DateCompany; provided that, with respect to (i) any state, local or foreign Taxes for a Cutover Straddle Period any Taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause Buyer the Sellers to become obligated to make any payment to Sellers pursuant to Section 7.18.1(a) hereof, PKI the Buyer shall consult with Buyer the Representative with respect to the resolution of any issue that would affect Buyerthe Sellers, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (the Representative, such consent not to be unreasonably withheld. Where consent to a settlement is withheld by the Representative pursuant to this Section 8.3(b), conditioned the Sellers may continue or delayed). Buyer shall have the right, initiate any further proceedings at its their own expense, provided that any liability of the Buyer, after giving effect to control this Agreement, shall not exceed the liability that would have resulted had the Representative not withheld his consent and 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 Acquired Companies or the Acquired Assets; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, Buyer shall consult with PKI with respect to the resolution of any an issue that would affect any Seller, and will not settle any such issue, or file any amended result in a change in accounting method for Tax Return relating to such issue, purposes without the consent of PKI (such consent not to be unreasonably withheld, conditioned or delayed)Buyer’s consent.

Cooperation on Tax Matters; Tax Audits. (a) Buyer The Buyer, on the one hand, and PKI the Savient Companies, on the other hand, and each of their respective Affiliates Affiliates, shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such party the Buyer, on the one hand, or either Savient Company, on the other hand, could reasonably require the assistance of another such party the other in obtaining any necessary 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 or the conduct of the Tax AuditReturns, and furnishing such other information within such other party’s possession requested by the party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect is relevant to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingtheir preparation. Such cooperation and information also shall include provision of powers of attorney for the purpose of signing Tax Returns and 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”) Governmental Entity which relate to the Business, and providing copies of all relevant Tax Returns 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, to the extent relevant, Governmental Entity and records concerning the ownership and Tax basis of property, which the requested party may possess. Each of the Buyer, PKI on the one hand, and the Savient Companies, on the other hand, and each of their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (b) Sellers Savient shall have the right, at their its own expense, to control (or to cause the Seller to control) any audit or examination by any Taxing Authority Governmental Entity (“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 of the Acquired Companies or with respect to the Acquired Assets for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer Date with respect to the resolution of any issue that would affect Buyer, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Business. 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 with respect to the Acquired Companies or the Acquired AssetsBusiness; provided that, with respect to (i) any Taxes for a Cutover Straddle Period any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause any Seller either Savient Company to become obligated to make any payment pursuant to this Section 7.15.4(a), the Buyer shall consult with PKI Savient with respect to the resolution of any issue that would affect any Sellereither Savient Company, and not settle any such issue, or file any amended Tax Return relating to such issue, without the prior written consent of PKI (such Savient. Where consent to a settlement is withheld by Savient pursuant to this Section 5.4(b), Savient may continue or initiate any further proceedings at its own expense, provided that any liability of the Buyer, after giving effect to this Agreement, shall not to be unreasonably withheld, conditioned or delayed)exceed the liability that would have resulted had Savient not withheld its consent.

Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(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, 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 or the conduct of the Tax AuditReturns, and furnishing such other information within such party’s possession requested by the party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect is relevant to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingtheir preparation. Such cooperation and information also shall include provision of powers of attorney for the purpose of signing Tax Returns and 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 Returns 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, to the extent relevant, and records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer, Buyer and PKI 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. (b) Sellers PKI shall have the right, at their its own expense, to 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 Taxes of the Acquired Companies or with respect to the Acquired Assets for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer Date with respect to the resolution of any issue Business; provided, however, if Buyer determines that would affect Buyersuch audit or examination could have an effect on Taxes for which Buyer is not indemnified hereunder, Buyer shall have the right to participate in such audit or examination, at its sole expense, and PKI shall not settle any such issue, audit or file any amended Tax Return relating to such issue, examination without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed); provided, further, that PKI shall have no right to initiate a claim for refund relating to a carryback of any losses arising in a taxable period that begins after the Closing Date or is deemed to begin after the Closing Date pursuant to Section 8.2(b). 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 the Acquired Companies or the Acquired AssetsBusiness; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, Buyer shall consult with PKI with respect to the regarding resolution of any issue that would affect could reasonably be expected to cause PKI or any SellerSeller to pay additional Tax or to indemnify Buyer against any additional Tax hereunder, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of PKI (such consent not to be unreasonably withheld, conditioned or delayed). Where consent to a settlement is withheld by PKI pursuant to this Section, PKI may continue or initiate any further proceedings at its own expense, provided that any liability of Buyer, after giving effect to this Agreement, shall not exceed the liability that would have resulted had PKI not withheld its consent.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and PKI the Seller and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 to the extent related to the Business Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax AuditReturns, CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and furnishing such other information within such party’s 's possession requested by the party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect is relevant to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingtheir preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the purpose of signing Tax Returns and 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 BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and, to the extent relevant, and records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer, PKI The Buyer and the Seller 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. (b) Sellers The Seller shall have the right, at their its own expense, to 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 Taxes of the Acquired Companies or with respect to the Acquired Assets for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer Date with respect to the resolution of any issue that would affect Buyer, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Company. 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 with respect to the Acquired Companies or the Acquired AssetsCompany; provided that, with respect to (i) any state, local or foreign Taxes for a Cutover Straddle Period any taxable period beginning before the Closing Date and ending after the Closing Date and (ii) any item the adjustment of which may cause any the Seller to become obligated to make any payment pursuant to Section 7.15.1(a) hereof, the Buyer shall consult with PKI the Seller with respect to the resolution of any issue that would affect any the Seller, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of PKI (such the Seller. Where consent to a settlement is withheld by the Seller pursuant to this Section 5.5(b), the Seller may continue or initiate any further proceedings at its own expense, provided that any liability of the Buyer, after giving effect to this Agreement, shall not to be unreasonably withheld, conditioned or delayed)exceed the liability that would have resulted had the Seller not withheld its consent.

Cooperation on Tax Matters; Tax Audits. (a) The Buyer and PKI the Sellers and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such party one Party could reasonably require the assistance of another such party 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 to the extent related to 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, furnishing such other in a timely manner any information within such party’s a Party's possession or subject to that Party's control as may be reasonably requested by the party Party filing such Tax Returns or defending such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closing. Such cooperation and information also shall include include, but not be limited to, provision of powers of attorney for the purpose of signing Tax Returns and 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”) Authority which relate to the BusinessBusiness Subsidiaries, and providing copies of all relevant Tax Returns to the extent related to Acquired Assets or the Business, together with accompanying schedules . The Buyer and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and, to the extent relevant, records concerning the ownership and Tax basis of property, which the requested party may possess. Buyer, PKI 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. (b) The Sellers shall have the right, at their own expense, to 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 Taxes of the Acquired Companies or with respect to the Acquired Assets for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and or Tax Returns of any Seller, (ii) any item Income Taxes or Tax Returns for Income Taxes of any Business Subsidiary for any period beginning before the adjustment Closing Date, and (iii) any other Taxes or Tax Returns of which may cause Buyer or relating to become obligated to make any payment to Sellers pursuant to Section 7.1Business Subsidiary, PKI shall consult with Buyer the Acquired Assets or the operations of the Business with respect to which the resolution of any issue that would affect Buyer, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed)Sellers could have indemnification responsibility hereunder. 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 or Tax Returns with respect to the Business Subsidiaries, the Acquired Companies Assets or the Acquired Assetsoperations of the Business; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1hereunder or that could otherwise affect adversely the Taxes of any Seller, the Buyer shall consult with PKI the Sellers with respect to the resolution of any issue that would affect any Sellersuch issue, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of PKI (such consent not the Sellers. This Section 7.4(b) rather than Section 6.3(a) shall govern with respect to be unreasonably withheldthe allocation of responsibility for the conduct of Tax Audits, conditioned claims for Tax refunds, and proceedings relating to assessments, notices of deficiency or delayed)other adjustments or proposed adjustments relating to Taxes.

Cooperation on Tax Matters; Tax Audits. (a) Buyer and PKI The parties and their respective Affiliates shall cooperate in the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such one party could reasonably require the assistance of another such the other party in obtaining any necessary informationinformation and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include, but not be limited to, (i) timely signing and delivering such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, transfer taxes, (ii) furnishing prior years’ Tax Returns or return preparation packages to the extent related to the Business Company’s illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax AuditReturns, and (iii) furnishing such other information within such party’s possession requested by the party filing such Tax Returns or defending such Tax Audit as may be relevantis relevant to their preparation, executing and the provision of other records and information reasonably relevant to any Tax Returns audit, litigation or other documents as may be required, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingproceeding. Such cooperation and information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority Governmental Body responsible for the imposition of Taxes (the “Taxing Authority”) which relate to the BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the Business, Company together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and, to the extent relevant, and records concerning the ownership and Tax tax basis of property, which the requested party may possess. Buyer, PKI The parties 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. (b) The Sellers (through Sellers’ Representative) shall have the right, at their own expense, sole right to control represent the Company’s interests in any audit or examination by any Taxing Authority (“Tax Audit”)) relating to taxable periods ending on or before the Closing Date and to employ counsel of their choice at their expense. None of the Buyer, initiate any claim of its Affiliates or the Company may settle or otherwise dispose of any Tax Audit for refund, contest, resolve and defend against any assessment, notice of deficiencywhich the Sellers may have a liability under this Agreement, or other adjustment or proposed adjustment relating to any and all Taxes which may result in an increase in Sellers’ liability under this Agreement, without the prior written consent of the Acquired Companies or Sellers’ Representative, which consent may be withheld in the sole discretion of the Sellers’ Representative, unless the Buyer fully indemnifies the Sellers in writing with respect to such liability in a manner satisfactory to the Acquired Assets Sellers. (c) The Buyer shall, and shall cause the Company to, prepare and provide to Sellers a package of all Tax information materials, including, without limitation, schedules and work papers (the “Tax Package”) required by the Sellers to enable the Sellers to prepare and file (or merely prepare) all Tax Returns required to be prepared and filed (or merely prepared) by them pursuant to this Section 11. (d) The Sellers’ Representative may, in its sole and absolute discretion, amend any Seller Tax Return of the Company filed or required to be filed for any taxable period periods ending on or before the Closing Date; provided that, with respect . (e) Nothing in this Agreement purports to (i) any Taxes for a Cutover Straddle Period and (ii) any item assign to Buyer the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer with respect to the resolution right of any issue that would affect BuyerSeller to receive any refund of Taxes paid by a Seller in respect of net taxable income of the Company reported to Seller and paid by Seller by virtue of being a Company owner for any Tax period or portion thereof ending on or before the Closing Date, and not settle should any such issuerefund become available. Notwithstanding the foregoing or any other provision in this Agreement, or file neither the Buyer nor any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). Buyer its Affiliates shall have the right, at its own expense, right to control receive or obtain 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 information relating to Taxes with respect of the Sellers, any of their Affiliates, or any of their predecessors other than information relating solely to the Acquired Companies or the Acquired Assets; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, 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 consent of PKI (such consent not to be unreasonably withheld, conditioned or delayed)Company.

Cooperation on Tax Matters; Tax Audits. (ai) NEC USA and the Buyer and PKI and their respective Affiliates affiliates shall cooperate in both (A) the preparation of all Tax Returns and the conduct of any Tax Audit (as defined in Section 7.4(b)) for any Tax periods for which any such one party could reasonably require the assistance of another such the other party in obtaining any necessary informationinformation and (B) any subsequent audits, claims, contests, litigation or other proceedings with respect to Taxes of the Company (collectively, "Tax Proceedings"). 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 Company illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns or the conduct of the Tax AuditReturns, and furnishing such other information within such party’s 's possession requested by the party filing such Tax Returns or defending participating in Tax Proceedings, as is relevant to the preparation of such Tax Audit as may be relevant, executing any Tax Returns or other documents as may be requiredthe conduct of such Tax Proceedings, and facilitating payment of Taxes as may be required. Such cooperation and information shall also include cooperation with respect to information related to the Locked Box Period necessary to compute the Taxes attributable to operations of the Business during the Locked Box Period and to prepare the relevant Tax Returns, including Buyer providing PKI with such information to which it has access as a result of the System Cutover promptly after Closingrespectively. Such cooperation and information also shall include include, without limitation, provision of powers of attorney for the purpose of signing Tax Returns and 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 BusinessCompany, and providing copies of all relevant Tax Returns to the extent related to the BusinessCompany, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and, to the extent relevant, and records concerning the ownership and Tax tax basis of property, which the requested party may possess. Buyer, PKI The parties 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. (bii) Sellers NEC USA shall have the right, at their its own expense, to control any audit or examination by any Taxing Authority (“"Tax Audit”), initiate any claim for refund, ") and to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Acquired Companies or with respect to the Acquired Assets for any taxable period ending on or before the Closing Date; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item the adjustment of which may cause Buyer to become obligated to make any payment to Sellers pursuant to Section 7.1, PKI shall consult with Buyer Date with respect to the resolution Company and for which NEC USA is responsible for paying under the terms of any issue that would affect Buyer, and not settle any such issue, or file any amended Tax Return relating to such issue, without the consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed)this Agreement. The Buyer shall have the right, at its own expense, to control any other Tax Audit, initiate any other claim for refund, Audit and to contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Acquired Companies or the Acquired AssetsCompany; provided that, with respect to (i) any Taxes for a Cutover Straddle Period and (ii) any item that the adjustment of which may cause any Seller to become obligated to make any payment pursuant to Section 7.1, Buyer shall consult with PKI NEC USA with respect to the resolution of any issue with respect to Taxes due for a taxable period that would affect any Sellerbegins prior to the Closing Date and that are the responsibility of NEC USA pursuant to this Agreement, and shall not settle any such issue, or file any amended Tax Return relating to for such issuetaxable period, without the consent of PKI (such NEC USA. Where consent to a settlement is withheld by NEC USA pursuant to this Section, NEC USA may continue or initiate any further proceedings at their own expense, provided that any liability of the Buyer, after giving effect to this Agreement, shall not to be unreasonably withheld, conditioned or delayed)exceed the liability that would have resulted had NEC USA not withheld its consent.