Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. (i) Parent, the Company and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole Stockholder, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole Stockholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentAcquiror, the Company and the Sole Stockholder Securityholders’ Representative 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 Section 7.7 Agreement and any audit, litigation action or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Acquiror, the Company and the Sole Stockholder Securityholders’ Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax period beginning before the Closing Date Period until the expiration of the applicable statute of limitations (and, to the extent notified by Parent or to the Sole StockholderAcquiror, any extensions thereof) of the respective Tax periods), and to abide by all record retention agreements entered into with any taxing authorityGovernmental Entity. Acquiror and the Securityholders’ Representative further agree, and upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (B) including, but not limited to, with respect to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole Stockholder, as the case may be, shall allow the other party to take possession of such books and recordstransactions contemplated hereby).

Cooperation on Tax Matters. (i) ParentBuyer, the Company and the Sole Stockholder Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees the employees, if any, of such Party available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentARC, the Company and the Sole Stockholder Company Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 7.7 2.7 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Company Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent ARC or to the Sole StockholderCompany Shareholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderCompany Shareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentArmada, the Company Barstow and the Sole Stockholder Members shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Barstow and the Sole Stockholder Members agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Barstow relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Armada or to the Sole StockholderMembers, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company Barstow and or the Sole StockholderMembers, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company Surviving Corporation and the Sole Stockholder Representative 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 Section 7.7 Agreement and any audit, litigation or other proceeding with respect to TaxesTax Contest (as defined below). Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are may be reasonably relevant to any such audit, litigation Tax Return or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Parent and the Sole Stockholder Surviving Corporation agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax period beginning before the Closing Date until the expiration of the statute relevant statutes of limitations (and, to the extent notified by Parent or to the Sole StockholderStockholder Representative, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing authority, Governmental Authority and (Bii) to give to the other party Person reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Person so requests, the Company 42 Surviving Corporation or the Sole StockholderStockholder Representative, as the case may be, shall allow the other party Person to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company Company, and the Sole Stockholder Indemnifying Stockholders 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 Section 7.7 Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder parties agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderStockholder Representative, any extensions thereof) of the respective Tax Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole Stockholder, as the case may be, non-requesting party shall allow the other party to take possession of such books and records, excluding for all such purposes under this Section 11.5 any personal Tax Returns and personal financial records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company Company, and the Sole Stockholder Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 10.1(b) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company Target and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Target and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Target or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i1) Parent, the Company Buyer and the Sole Stockholder FHGLP 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 Section 7.7 6.10 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Buyer and the Sole Stockholder FHGLP agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Falcon Companies relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderFHGLP, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Buyer or the Sole StockholderFHGLP, as the case may be, shall allow the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded, subject to a confidentiality agreement provided by the party turning over such books and records and reasonably acceptable to the other party.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree Seller agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Purchaser or to the Sole StockholderSeller, any extensions thereof) of the respective Tax tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Purchaser or to the Sole StockholderSeller, any extensions thereof) of the respective Tax tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company Group, Sellers and the Sole Stockholder Sellers’ Representative 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 Section 7.7 and any audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer, the Company Group and the Sole Stockholder Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Group relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer, the Company Group or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records. Buyer and Sellers further agree, upon request, to use their reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby).

Cooperation on Tax Matters. (i) ParentBuyer, the Company and the Sole Stockholder 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 Section 7.7 7.10 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company The REIT and the Sole Stockholder Advisor Parent each shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Returns pursuant to this Section 7.7 Return and any audit, litigation audit or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder parties agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Advisor relating to any Pre-Closing Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole Stockholder, any extensions thereof) of the respective Tax periodsPeriod, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company REIT or the Sole StockholderAdvisor Parent, as the case may be, shall allow the other party to take possession of such books and records. The provisions of this Section 7.2 shall only apply to the extent that they relate to the Tax liability of the Advisor as an entity.

Cooperation on Tax Matters. (ia) ParentSub, the Company and the Sole Stockholder Stockholders shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree Stockholders agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Sub or to the Sole StockholderStockholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any other party Party so requests, the Company or the Sole StockholderStockholders, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company and the Sole Stockholder Shareholders 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderShareholders, any extensions thereof) of the respective Tax Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderShareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyers, the Company and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyers or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company Parent and the Sole Stockholder Representative 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 Section 7.7 Agreement and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which may be in such party’s possession and that are reasonably relevant to any such audit, litigation or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Parent, the Surviving Corporation and the Sole Stockholder agree Representative shall (Aa) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole Stockholdernotified, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (Bb) to give the other party reasonable written fourteen (14) days’ Written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Parent, the Company or Surviving Corporation and the Sole StockholderStockholder Representative, as the case may be, shall allow the other party to take possession of such books and recordsrecords at such other party’s expense.

Cooperation on Tax Matters. (i1) Parent, the Company Buyer and the Sole Stockholder General Partner 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 Section 7.7 6.10 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Buyer and the Sole Stockholder General Partner agree (A) to retain all books and records with respect to Tax matters pertinent to the Company FrontierVision Companies relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderGeneral Partner, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Buyer or the Sole StockholderGeneral Partner, as the case may be, shall allow the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded.

Cooperation on Tax Matters. (iA) ParentBuyer, the Company and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 5(b)(vii) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which that are reasonably relevant to any such audit, audit litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i1) ParentBuyer, the Company and the Sole Stockholder Stockholders 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 Section 7.7 5.4 and any audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Buyer and the Sole Stockholder Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderStockholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Buyer or the Sole StockholderStockholders, as the case may be, shall allow the other party to take possession of such books and recordsrecords in lieu of destruction or discarding.

Cooperation on Tax Matters. (ia) ParentPurchaser, the Company and the Sole Stockholder 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 Section 7.7 Article VI and any audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree Seller shall (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company The Sellers and the Sole Stockholder Buyer 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 Section 7.7 9.4 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Sellers and the Sole Stockholder Buyer agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Sellers or to the Sole StockholderBuyer, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Sellers or the Sole StockholderBuyer, as the case may be, shall allow the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Purchaser or to the Sole StockholderSellers, any extensions thereof) of the respective Tax tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentARC, the Company and the Sole Stockholder Company Shareholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 7.7 2.7 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Company Shareholder agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent ARC or to the Sole StockholderCompany Shareholder, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderCompany Shareholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company , and the Sole Stockholder 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 Section 7.7 6.12 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the date of the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company and the Sole Stockholder 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 Section 7.7 6.5 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) Parent, the Company The Buyer and the Sole Stockholder 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 Section 7.7 Article IX and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree Seller agrees (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Company, as the case may be, relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company CP Entities and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company the CP Entities and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company CP Entities relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company CP Entities or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyers, the Company and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyers or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent10.4.1. The Acquiror, the Company Target and the Sole Stockholder Principals 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 Section 7.7 Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Target and the Sole Stockholder Principals agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Acquiror or to the Sole StockholderPrincipals, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Target or the Sole StockholderPrincipals, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) Parent, the Company The Buyer and the Sole Stockholder 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 Section 7.7 Article IX and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree Seller agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company Company, as the case may be, relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Buyer or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Buyer, the Company Sellers and the Sole Stockholder Company 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentSnydxx, the Company XXA and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company SCA relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole StockholderSnydxx, any xxy extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requestsrequest, Snydxx xx the Company or the Sole Stockholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company Second Surviving Corporation and the Sole Stockholder Representative 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 Section 7.7 Agreement and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are may be reasonably relevant to any such audit, litigation Tax Return or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Parent, the Second Surviving Corporation and the Sole Stockholder Representative agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax period beginning before the Closing Date until the expiration of the statute relevant statutes of limitations (and, to the extent notified by Parent or to the Sole StockholderStockholder Representative, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing authority, Governmental Authority and (Bii) to give to the other party Person reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Person so requests, the Company Second Surviving Corporation or the Sole StockholderStockholder Representative, as the case may be, shall allow the other party Person to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company and the Sole Stockholder Shareholders 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderShareholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderShareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company and the Sole Stockholder Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 7.7 2.8 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole Stockholderany Shareholder, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole Stockholderany Shareholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent5.16.3.1. Purchaser, the Company and the Sole Stockholder 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 Section 7.7 and any audit, appeal, hearing, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, appeal, hearing, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing Tax authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and recordsrecords or a copy thereof.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Purchaser or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferringtransferring , destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Purchaser or to the Sole StockholderSellers, any extensions thereof) of the respective Tax tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (iA) ParentBuyer, the Company and the Sole Stockholder 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 Section 7.7 7.3 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Buyer and the Sole Stockholder Company agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentPurchaser, the Company Company, and the Sole Stockholder Stockholders 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Purchaser, the Company, and the Sole Stockholder Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser or to the Sole StockholderStockholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderPurchaser, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentPurchaser, the Company Corporation and the Sole Stockholder Shareholders 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 Section 7.7 Returns, and any audit, litigation or other proceeding Legal Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Legal Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Corporation and the Sole Stockholder agree Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Corporation relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser, or to the Sole StockholderShareholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing Tax authority; and, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Corporation or the Sole StockholderShareholders, as the case may be, shall allow the other party to take possession of such books and records. Purchaser and Shareholders further agree, upon request, to use their 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 hereby).

Cooperation on Tax Matters. (i) ParentBuyer, the Company and the Sole Stockholder Shareholders 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderShareholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderShareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent9.3.1 Seller, Shareholders, and each of the Company and the Sole Stockholder Maple Companies 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 Section 7.7 and any audit, litigation or other proceeding with respect to TaxesTax proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Maple Companies and the Sole Stockholder Seller, agree (A) to retain all books and records with respect to Tax matters pertinent to each of the Company Maple Companies relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Maple Companies or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) The Parent, the Company and the Sole Stockholder Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Parent or to the Sole StockholderShareholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderShareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company and the Sole Stockholder Holders 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 Section 7.7 10.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Holders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderHolders, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderHolders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentI-trax, the Company ProFitness and the Sole Stockholder Member 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company ProFitness and the Sole Stockholder Member agree (A) to retain all books and records with respect to Tax matters pertinent to the Company ProFitness relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent I-trax or to the Sole StockholderMember, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company ProFitness and or the Sole StockholderMember, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company each Company, and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 7.7 5.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Each Company and the Sole Stockholder Seller agree (Ai) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company Target and the Sole Stockholder 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 Section 7.7 9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's reasonable request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Target and the Sole Stockholder agree Sellers shall (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any Tax Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Target or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder each Shareholder 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 Section 7.7 and any audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant necessary to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser shall cause the Company to agree, and the Sole Stockholder agree each Shareholder agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Date of Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Purchaser or to the Sole Stockholderany Shareholder, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderShareholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Buyer, the Company and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company and the Sole Stockholder Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) The Buyer, the Parent, the Company Target and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Target and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company Target relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Target or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company and the Sole Stockholder shall Representatives will cooperate fully, as and to the extent reasonably requested by the other another party, in connection with any Tax matters relating to the filing Company and its Subsidiaries for which one party could reasonably require the assistance of Tax Returns pursuant to this Section 7.7 and the other party in obtaining any audit, litigation or other proceeding with respect to Taxesnecessary information. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderTax matter. The Company and the Sole Stockholder Representatives agree (A) to retain all books and records in their possession as of the Closing Date with respect to Tax matters pertinent to any of the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderStockholder Representatives, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention requirements under applicable law or record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other another party so requests, the Company or the Sole StockholderStockholder Representatives, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) The Parent, the Company Shareholders’ Representative and the Sole Stockholder Shareholders 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Parent or to the Sole StockholderShareholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderShareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Significant Shareholders, the Parent and Company and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Significant Shareholders, Parent and Company and the Sole Stockholder agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Significant Shareholders, Parent or to the Sole StockholderCompany, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Significant Shareholders, Parent or the Sole StockholderCompany, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company Subsidiary and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Subsidiary and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Subsidiary relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Subsidiary or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) Parent, the Company Purchaser and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 9.3 above and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Purchaser and the Sole Stockholder Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Target Companies relating to any Pre-Closing Tax period beginning before the Closing Date Period until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company Purchaser or the Sole StockholderSeller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company The Buyer and the Sole Stockholder Xxx 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Buyer and the Sole Stockholder Xxx agree (A) to retain all books and records with respect to Tax matters pertinent to the Company BMI and its Subsidiaries relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderXxx, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental and Regulatory Authority, and (B) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other another party so requests, the Company Buyer or the Sole StockholderXxx, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company The Buyer and the Sole Stockholder Company, on the one hand, and the Holders, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 7.9 and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation Tax Return or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder each Holder agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderHolders, any extensions thereof) of the respective Tax Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company or the Sole Stockholdersuch Holder, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company The Buyer and the Sole Stockholder Company, on the one hand, and the Holders, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 7.1 and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation Tax Return or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder each Holder agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderHolders, any extensions thereof) of the respective Tax Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company or the Sole Stockholdersuch Holder, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i1) ParentBuyer, the Company Acquired Corporation and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Acquired Corporation and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Acquired Corporation relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Acquired Corporation or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company and the Sole Stockholder Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer, the Company and the Sole Stockholder Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Buyer, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the The Surviving Company and the Sole Stockholder Shareholders 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 Section 7.7 5.7, and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Shareholder Representative and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Surviving Company or to the Sole StockholderShareholder Representative, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Company, the Shareholder Representative, or the Sole StockholderShareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) Parent, the Company Federal, WGI and the Sole Stockholder Stockholders shall cooperate fully, as and to the extent reasonably requested by the other any party, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company WGI and the Sole Stockholder Stockholders agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company WGI relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Federal or to the Sole StockholderStockholders’ Representatives, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company WGI or the Sole StockholderStockholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company Target and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Target and the Sole Stockholder agree Seller shall (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Target or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. The Company shall (i) Parent, and Buyer shall cause the Company to) and the Sole Stockholder 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 Section 7.7 6.4 and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Seller agree (Aand Buyer shall cause the Company) (x) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Tax period beginning before the Closing Date Period until the expiration of the statute of limitations (and, to the extent notified by Parent the Company or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (By) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company shall (and Buyer shall cause the Company to) or the Sole StockholderSeller shall, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company Companies and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other partyparties, in connection with the filing of all Tax Returns pursuant to this Section 7.7 of the Companies and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Buyer and the Sole Stockholder Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any Tax taxable period beginning before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions extension thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Buyer or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent8.5.1 The Buyer, the Company and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 8 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree Seller shall (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree Seller agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Purchaser or to the Sole StockholderSeller, any extensions thereof) of the respective Tax tax periods, and to abide by all record retention agreements entered into 267671.03 30 with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentPurchaser, the Company Companies and the Sole Stockholder Sellers shall cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Companies and the Sole Stockholder Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Companies or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company Companies and the Sole Stockholder 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 Section 7.7 Article X and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Companies and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Companies or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company ABPH and the Sole Stockholder 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 Section 7.7 9.05 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company ABPH and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company ABPH relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (B) to use reasonable efforts to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company ABPH or the Sole StockholderSeller, as or the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentAmerican Healthways, the Company StatusOne and the Sole Stockholder Principal Stockholders 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 Section 7.7 Article 9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company StatusOne and the Sole Stockholder Principal Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company StatusOne relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole StockholderAmerican Healthways, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, StatusOne and the Company or the Sole StockholderPrincipal Stockholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder Shareholders 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 Section 7.7 section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser or to the Sole StockholderShareholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderShareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Purchaser or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferringtransferring , destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of such books and records.. (ii) The Purchaser and the Sellers further agree, upon request, to use their 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 hereby). (e)

Cooperation on Tax Matters. (ia) Parent, the Company and the Sole Stockholder Stockholders 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 Section 7.7 SECTION 9.4 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole StockholderStockholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderStockholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company 2.8.7.1 Seller and the Sole Stockholder Purchaser 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 Section 7.7 2.8 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Seller and the Sole Stockholder Purchaser agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Entities relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Seller or to the Sole StockholderPurchaser, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Seller or the Sole StockholderPurchaser, as the case may be, shall allow the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded.

Cooperation on Tax Matters. (i) Parent9.3.1 Buyer, the Company AlphaCare Companies and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to TaxesTax proceeding. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company the AlphaCare Companies and the Sole Stockholder Seller, agree (A) to retain all books and records with respect to Tax matters pertinent to the Company AlphaCare Companies relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company AlphaCare Companies or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company and the Sole Stockholder Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 7.7 2.9 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole Stockholderany Shareholder, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole Stockholderany Shareholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i1) Parent, the Company The Buyer and the Sole Stockholder Target Stockholders 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Target and the Sole Stockholder Target Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderTarget Stockholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Target or the Sole StockholderTarget Stockholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent9.3.1 Providence, the Company WCG Companies and the Sole Stockholder 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 Section 7.7 and any audit, litigation or other proceeding with respect to TaxesTax proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Providence, the WCG Companies and the Sole Stockholder Sellers, agree (Aa) to retain all books and records with respect to Tax matters pertinent to the each WCG Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Providence or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the each WCG Company or the Sole StockholderProvidence, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) Parent, the Company Federal, ATS and the Sole Stockholder Stockholders shall cooperate fully, as and to the extent reasonably requested by the other any party, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company ATS and the Sole Stockholder Stockholders agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company ATS relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Federal or to the Sole StockholderStockholders’ Representative, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company ATS or the Sole StockholderStockholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company Company, and the Sole Stockholder Managing Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company or the Sole StockholderSellers, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company and the Sole Stockholder Stockholders 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 Section 7.7 9.17 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole StockholderStockholders, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderStockholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Shareholder Representative, the Company and the Sole Stockholder Surviving Entity shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Returns Return (including any report required pursuant to this Section 7.7 6043 of the Code and all Treasury Regulations promulgated thereunder), any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parent, the Shareholder Representative, the Company and the Sole Stockholder Surviving Entity agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any Tax period beginning before the Pre-Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole Stockholder, any extensions thereof) of the respective Tax periodsPeriod, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Parent, the Shareholder Representative, the Company or the Sole StockholderSurviving Entity, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentHealth Express, the Company and the Sole Stockholder Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 7.7 2.7 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Health Express or to the Sole Stockholderany Shareholder, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole Stockholderany Shareholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentMDTO, the Company SELLER and the Sole Stockholder Equityholders 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 Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company MDTO and the Sole Stockholder Equityholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company SELLER relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent MDTO or to the Sole StockholderEquityholders, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company MDTO or the Sole StockholderEquityholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentDYHP, the Company DMI, and the Sole Stockholder Shareholder shall cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect related to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company DMI, the Shareholder, and the Sole Stockholder DYHP agree (A) to retain all books and records with respect to Tax matters pertinent to the Company DMI relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent DYHP or to the Sole StockholderShareholder, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company DYHP or the Sole StockholderShareholder, as the case may be, shall allow the other party to take possession of such books and records. DYHP and the Shareholder further agree, upon request, to use their 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 with respect to the transactions contemplated hereby).

Cooperation on Tax Matters. (i) ParentBuyer, the Company Purchased Entities, the Controlling Shareholders and the Sole Stockholder Shareholders" Representative 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 Section 7.7 5.7 and any audit, litigation or other proceeding with respect to TaxesTax Proceeding. Such cooperation shall include the retention and (upon the other another party’s 's reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Buyer, the Company, the other Purchased Entities, the Controlling Shareholders and the Sole Stockholder Shareholders' Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Purchased Entities relating to any Pre-Closing Tax period beginning Period ended on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole Stockholder, with due regard for any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) after such expiration to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole Stockholder, as the case may be, party in possession of such records shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company RTNT Utilities, and the Sole Stockholder Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company RTNT Utilities and the Sole Stockholder Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company RTNT Utilities relating to any Tax taxable period beginning before the Closing Date January 1, 2000 until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company RTNT Utilities, or the Sole StockholderSeller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company Sellers and the Sole Stockholder Business 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 Section 7.7 Article and any audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Buyer, Sellers and the Sole Stockholder agree Business shall (A) to retain all books and records with respect to Tax matters pertinent to the Company Business relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying destroying, or discarding any such books and records and, if the other party so requests, Buyer, Sellers and the Company or the Sole StockholderBusiness, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i1) ParentUnited, the Company and the Sole Stockholder Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 7.7 2.8 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent United or to the Sole Stockholderany Shareholder, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole Stockholderany Shareholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company and the Sole Stockholder Equityholder Representative 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 Section 7.7 Agreement and any audit, litigation other administrative proceeding or other inquiry or judicial proceeding with respect to TaxesTaxes (a “Tax Contest”). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are may be reasonably relevant to any such audit, litigation or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parent, the Company and the Sole Stockholder Equityholder Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any Tax period Period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Parent or to the Sole StockholderParent, any extensions thereof) of the respective Tax periods), and to abide by all record retention agreements entered into with any taxing authority, Governmental Body and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Parent, the Company or and the Sole StockholderEquityholder Representative, as the case may be, shall allow the other party to take possession of such books and recordsrecords at such other party’s expense.

Cooperation on Tax Matters. (ia) Parent, the Company The Buyer and the Sole Stockholder 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 Section 7.7 Article IX and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Sole Stockholder agree Seller agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company Company, as the case may be, relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or to the Sole StockholderSeller, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sole StockholderSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company Surviving Corporation and the Sole Stockholder Xxxxxxx shall cooperate fully, as and to the extent reasonably requested by the other partyanother Party, in connection with the filing of Tax Returns pursuant to this Section 7.7 5.11 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Surviving Corporation and the Sole Stockholder Xxxxxxx agree (A) to retain all books and records of the Company with respect to Tax matters pertinent to the Company relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Sole StockholderXxxxxxx, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party another Party so requests, the Company or the Sole Stockholder, as the case may be, Surviving Corporation shall allow the other party such Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company Target Entities and the Sole Stockholder 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 Section 7.7 Article VIII and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company Target Entities and the Sole Stockholder Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Target Entities relating to any Tax taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or to the Sole StockholderSellers, any extensions thereof) of the respective Tax taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company Target Entities or the Sole StockholderSellers, as the case may be, shall allow the other party to take possession of copies of such books and records.