Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. (i) Buyer, the Company, and the Interest Owners 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 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 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 Interest Owners agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Owners, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, the Interest Owners shall allow Buyer to take possession of such books and records. (ii) Buyer, the Company, and the Interest Owners 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Purchaser, the Company, Company and the Interest Owners Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax any Returns pursuant to this section Section 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 that 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 Interest Owners Company and the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Purchaser and the Interest Owners Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person 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). (iii) Buyer, the Company, The Purchaser and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, Acquisition Sub and the Interest Owners Arrow shall cooperate fully, as and to the extent reasonably requested by the other Partyany party, in connection with the filing of Tax Returns pursuant to this section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Partyanother party’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis basis, at no cost to any Parent, Federal or Acquisition Sub, to provide additional information and explanation of any material provided hereunder. The Interest Owners Arrow and Crossbow agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Arrow relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Owners, including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer Acquisition Sub reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer Acquisition Sub so requests, the Interest Owners shall allow Buyer Acquisition Sub to take possession of such books and records. (iib) Buyer, the Company, Acquisition Sub and the Interest Owners Arrow further agree, upon request, to use their best commercially reasonable 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). (iiic) Buyer, the Company, Acquisition Sub and the Interest Owners Arrow further agree, upon request, to provide the any other Party party with all information that either Party party may be required to report pursuant to section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Purchaser, the Company, Company and the Interest Owners Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax any Returns pursuant to this section Section 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 that 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 Interest Owners Company and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Purchaser and the Interest Owners Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person 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). (iii) Buyer, the Company, The Purchaser and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, Purchaser and the Interest Owners GEC 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 Article 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 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 Interest Owners GEC and Purchaser agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Companies or a Subsidiary of a Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersGEC, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer Purchaser so requests, the Interest Owners GEC shall allow Buyer Purchaser to take possession of such books and records. (iib) Buyer, the Company, Purchaser and the Interest Owners GEC further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerThe Purchaser, the Company, Acquired Subsidiary and the Interest Owners 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 Article XI 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 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 Interest Owners Acquired Subsidiary and the Seller agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to the Company Acquired Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations and any litigation holds (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners Acquired Subsidiary or the Seller, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (iib) Buyer, the Company, The Purchaser and the Interest Owners Seller 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). (iiic) Buyer, the Company, The Purchaser and the Interest Owners Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Section 6043, Code Section 6043A, or Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, The Buyer and the Interest Owners 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 Section 9(g) 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 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 Interest Owners agree Buyer and the Seller shall (A) to retain all books and records in their possession with respect to Tax matters pertinent to the each Acquired Company relating to any whole or partial taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners Buyer or the Seller, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, The Buyer and the Interest Owners Seller further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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, including with respect to the transactions contemplated hereby). (iii) Buyer, the Company, The Buyer and the Interest Owners further Seller agree, upon request, to provide the other Party Parties with all information that either Party such other Parties may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Target and the Interest Owners its Subsidiaries and 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 Section 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 that 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 Interest Owners Buyer and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Target and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Buyer or Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners 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). (iii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Company and the Interest Owners 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 Section 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 that 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 Interest Owners Company and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners 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). (iii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerParent, the Company, Company and the Interest Owners Sole Stockholder 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 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 that 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 Interest Owners 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 taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or to the Company or Interest OwnersSole Stockholder, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Sole Stockholder, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Parent and the Interest Owners Sole Stockholder further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person 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). (iii) Buyer, The parties shall use reasonable efforts to minimize the Company’s Taxes resulting from the Transaction which shall at all times be in compliance with applicable Tax laws, and the Interest Owners further agreeincluding reasonable interpretations thereof, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereundermade in good faith.

Cooperation on Tax Matters. (i) Buyer, the Company, FAAC and the Interest Owners Members shall cooperate fully, as and to the extent reasonably requested by the other Partyany party, in connection with the filing of Tax Returns pursuant to this section Section and any audit, litigation 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 that are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners FAAC and the Members agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer FAAC or the Company or Interest OwnersMembers’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other so requests, FAAC or the Interest Owners Members, as the case may be, shall allow Buyer one of the others to take possession of such books and records. (ii) Buyer, the Company, FAAC and the Interest Owners Members further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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). (iii) Buyer, the Company, FAAC and the Interest Owners Members further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerSub, the Company, Company and the Interest Owners 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 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 that 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 Interest Owners agree Company and Stockholders agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Sub or the Company or Interest OwnersStockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the any other Party so requests, the Interest Owners Company or Stockholders, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (iib) Buyer, the Company, Sub and the Interest Owners Stockholders further agree, upon request, to use their best efforts 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). (iiic) Buyer, the Company, Sub and the Interest Owners Stockholders further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, and the Interest Owners Each Party shall cooperate fully, as and to the extent reasonably requested by the other another Party, in connection with the filing of Tax Returns pursuant to this section and any Returns, prosecution of claims for refund, audit, litigation 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 that are (whether in the possession of such Party or its accountants or other Tax advisors) reasonably relevant to any such return, claim for refund, audit, litigation or other proceeding and making employees and outside accountants and other Tax advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners Company, Sellers and Buyer agree to (Aa) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the latest of the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, the completion of any audit related thereto (including any audit occasioned by a claim for refund) and the final resolution of all claims for refund related thereto, and to abide by all record retention agreements entered into with any taxing authority, authority and (Bb) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, Company, Buyer or Sellers, as the Interest Owners case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, and the Interest Owners 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, The Buyer and the Interest Owners 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 Article IX 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 that 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 Interest Owners 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 taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Buyer or the Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, The Buyer and the Interest Owners Seller further agree, upon request, to use their best reasonable efforts to obtain any certificate or other document from any governmental authority 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 herebythis Transaction); provided, however, that no party shall be required to take any action which would reasonably be expected to have an adverse effect on such party. (iiic) Buyer, the Company, The Buyer and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, and the Interest Owners Indemnifying 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 Agreement 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 that 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 Interest Owners parties agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersStockholder Representative, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners non-requesting party shall allow Buyer 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. (ii) Buyer, the Company, Buyer and the Interest Owners Indemnifying Stockholders further agree, upon requestreasonable request of the other party, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, and the Interest Owners 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 Section 12.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention return and (upon the other Partyparty’s request) the provision of records and information that 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 Interest Owners Company and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning ending on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Company or Seller, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners Seller 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Subject to Section 8.12, Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business, the Purchased Assets, the Assumed Liabilities and the Acquired Entities (including access to books and records) as is within such party’s possession or control and is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any Action relating to any Tax. Buyer and Seller shall (i) Buyerretain all books and records with respect to Taxes pertaining to the Business, the CompanyPurchased Assets, the Assumed Liabilities or the Acquired Entities that are within such party’s possession or control until the expiration of any applicable statute of limitations and abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority, and (ii) use reasonable best efforts to provide the Interest Owners other party with at least thirty (30) days’ prior written notice before destroying any such books and records, during which period the party receiving the notice can elect to take possession, at its own expense, of such books and records. Buyer and Seller shall cooperate fullywith each other, as and to the extent reasonably requested by the other Partyparty, in connection with the filing conduct of Tax Returns pursuant to this section and any audit, litigation audit 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 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 Interest Owners agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before Taxes involving the Closing Date until Business, the expiration of Purchased Assets, the statute of limitations (and, to the extent notified by Buyer Assumed Liabilities or the Company or Interest Owners, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, the Interest Owners shall allow Buyer to take possession of such books and recordsAcquired Entities. (ii) Buyer, the Company, and the Interest Owners 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Buyer, the Company, Company and the Interest Owners Shareholders 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 Section 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 that 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 Interest Owners Company and Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersShareholders, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or Shareholders, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Buyer and the Interest Owners 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). (iii) Buyer, the Company, The Buyer and the Interest Owners Shareholders further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Company and the Interest Owners 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 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 that 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 Interest Owners Company and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax in respect of any period or portion thereof ending on or before the Closing Date that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerParent, the Company, Company and its Subsidiaries and the Interest Owners Stockholder Representative 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 Section 5.13 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 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 Interest Owners Parent, the Company and its Subsidiaries and the Stockholder Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or the Company or Interest OwnersStockholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Parent, the Interest Owners Company and its Subsidiaries, or the Stockholder Representative shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Parent and the Interest Owners Company further agree, upon request, to use their best reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Entity 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerOld National, the Company, St. Jxxxxx and the Interest Owners its Subsidiaries 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 Section 2.09 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 that 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 Interest Owners St. Jxxxxx and its Subsidiaries and Old National agree (A) to retain all books and records with respect to Tax matters pertinent to the Company St. Jxxxxx and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Old National or the Company or Interest OwnersSt. Jxxxxx, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, St. Jxxxxx and its Subsidiaries or Old National, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, and the Interest Owners 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the CompanyTarget, and the Interest Owners 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 §9(c) 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 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 Interest Owners Target and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, Target or Sellers, as the Interest Owners case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners 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). (iii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all 6043, or Code §6043A, or Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i1) Buyer, the Company, Buyer and the Interest Owners FHGLP 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 Section 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 party's request) the provision of records and information that 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 Interest Owners Buyer and FHGLP agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Falcon Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersFHGLP, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Buyer or FHGLP, as the Interest Owners case may be, shall allow Buyer 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. (ii2) Buyer, the Company, Buyer and the Interest Owners FHGLP further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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, including Taxes with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, Purchaser and the Interest Owners National City 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 Article VII 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 that 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 Interest Owners Purchaser and National City agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Madison relating to any taxable period beginning before the Closing Date Effective Time until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersNational City, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records records, and, if Buyer the other Party so requests, Purchaser or National City, as the Interest Owners case may be, shall allow Buyer the other Party to take possession of such books and records. (iib) Buyer, the Company, Purchaser and the Interest Owners National City further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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). (iiic) Buyer, the Company, Purchaser and the Interest Owners National City further agree, upon requestthe reasonable request of the other Party, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Regulations promulgated thereunder. (d) Any Tax-sharing agreement between Madison and National City or any National City subsidiaries shall be terminated as of the Effective Time and shall have no further effect for any taxable year.

Cooperation on Tax Matters. (i) BuyerPurchaser, the CompanyGuarantor, Target and the Interest Owners 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 Section 5.08(d) 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 that 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 Interest Owners Guarantor, Target and Seller agree (Aa) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bb) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Target or Seller, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Purchaser and the Interest Owners Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person 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). (iii) Buyer, the Company, Purchaser and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §Section 6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Purchaser, the Company, Company and the Interest Owners Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax any Returns pursuant to this section Section 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 that 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 Interest Owners Company and the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Purchaser and the Interest Owners Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person 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). (iii) Buyer, the Company, The Purchaser and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to ss.6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, The Buyer and the Interest Owners 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 Section 9 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 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 Interest Owners agree Buyer and the Seller shall (A) to retain all books and records with respect to Tax matters pertinent to the Company Acquired Interest relating to any whole or partial taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners Buyer or the Seller as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, The Buyer and the Interest Owners Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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). (iii) Buyer, the Company, The Buyer and the Interest Owners further Seller agree, upon request, to provide the other Party Parties with all information that either any Party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerITOCHU, the Company, Acquired Entities and the Interest Owners Xxxx 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 and any audit, litigation or other proceeding 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 that are reasonably relevant to any such return, 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 Interest Owners Acquired Entities, Xxxx and ITOCHU agree to (Aa) to retain all books and records with respect to Tax matters pertinent to the Company Acquired Entities relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer ITOCHU or the Company or Interest OwnersXxxx, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, authority and (Bb) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners Acquired Entities, ITOCHU or Xxxx, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, and the Interest Owners further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority ; provided that nothing in this Section 9.7 shall grant ITOCHU or any other Person as may be necessary of the Acquired Entities access to mitigate, reduce or eliminate any Xxxx’x income Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)Returns. (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Seller and Purchaser agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, information and assistance relating to the Business and the Purchased Assets, including access to books and records, including any Tax Records, as is reasonably necessary in connection with (i) Buyerthe preparation or filing of any Tax Return by Purchaser or Seller, (ii) the Companymaking of any Tax election by Purchaser or Seller, (iii) Purchaser or Seller’s claim for any Tax refund, (iv) the determination of liability for Taxes, and the Interest Owners 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 and (v) any audit, litigation examination or other proceeding with in respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any 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 Interest Owners agree (A) to retain all books and records with respect to Tax matters pertinent Taxes related to the Company relating to any taxable Business or the Purchased Assets. Seller, Purchaser and their respective Affiliates shall (a) preserve and keep such Tax Records in their possession for a period beginning before of not less than the Closing Date until earlier of (i) the expiration of the statute of limitations for the Tax periods to which the Tax Returns and other documents relate or (andii) ten (10) years after the Closing Date, to the extent notified by Buyer or the Company or Interest Owners, any extensions thereof(b) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (Bc) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records Tax Records and, if Buyer the other Party so requests, Seller and its Subsidiaries, as the Interest Owners case may be, shall allow Buyer the other Party to take possession of such books and records. Tax Records (ii) Buyer, the Company, and the Interest Owners 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 toin each case, with respect to this Section 7.4(c) other than those included in the transactions contemplated herebyExcluded Assets). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerPurchaser, the Company, Company and the Interest Owners 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 for all periods that begin before the Closing and any audit, litigation or other proceeding Action or Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding Action or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners Purchaser, the Company and Seller agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if Buyer the other party so requests, Purchaser, the Interest Owners Company or Seller, as the case may be, shall allow Buyer the other party to take possession of such books Books and recordsRecords. (ii) Buyer, the Company, Purchaser and the Interest Owners Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental or Regulatory 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 Company or the transaction contemplated hereby). (iii) Buyer, the Company, Purchaser and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Internal Revenue Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, The Buyer and the Interest Owners 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 Section 9(h) 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 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 Interest Owners agree Buyer and the Seller shall (A) to retain all books and records in their possession with respect to Tax matters pertinent to the each Acquired Company relating to any whole or partial taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners Buyer or the Seller, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, The Buyer and the Interest Owners Seller further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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, including with respect to the transactions contemplated hereby). (iii) Buyer, the Company, The Buyer and the Interest Owners further Seller agree, upon request, to provide the other Party Parties with all information that either Party such other Parties may be required to report pursuant to Sections 751 and 6050K of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Company, each Subsidiary, the Company, Shareholder and the Interest Owners 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 Section 6.8 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 that 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 Interest Owners agree Shareholder agrees (Ai) to retain all books and records with respect to Tax matters pertinent to the Company and any Subsidiary relating to any taxable period beginning before the Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersPurchaser, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Entity (if any), and (Bii) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the Purchaser so requestsrequests within sixty (60) days before the expiration of the applicable statute of limitations, the Interest Owners Shareholder shall allow Buyer the Purchaser to take possession of such books and records before the Shareholder transferring or discarding any such books and records. (ii) Buyer, the Company, . The Purchaser and the Interest Owners further Shareholder agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could may be imposed (including, but not limited to, including with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Buyer, the Company, Company and the Interest Owners 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 Section 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 that 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 Interest Owners Company and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Buyer and the Interest Owners Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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)) without the imposition of a countervailing Tax or loss of Tax attributes on or by the Party to whom such request is directed. (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerPurchaser, the Company, Company and the Interest Owners 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 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 that 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 Interest Owners agree (A) Purchaser, the Company and the Seller agrees to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, the Interest Owners shall allow Buyer to take possession of such books and recordsTaxing Governmental Entity. (iib) Buyer, the Company, and the Interest Owners further agree, upon request, to use their best efforts to The Seller shall obtain any certificate or other document from any governmental authority Governmental Entity 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). Purchaser and the Company shall reasonably and in good faith cooperate with the Seller as necessary to allow the Seller to obtain such items. (iiic) BuyerPurchaser, the Company, Company and the Interest Owners Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043A of the Code §6043 and all Treasury Regulations the regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, The Buyer and the CompanySeller shall, and the Interest Owners Buyer shall cause the Targets to, cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of all Tax Returns returns pursuant to this section Section 9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include (i) the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding and proceeding, (ii) making employees available available, on a mutually convenient basis basis, personnel (including officers, directors, employees and agents) to provide additional information and explanation of any material provided hereunderhereunder and (iii) making available, on a mutually convenient basis, personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceeding relating to taxes. The Interest Owners agree Buyer and the Seller agree, and the Buyer agrees to cause the Targets, (Ai) to retain all books and records (including Income Tax Returns and work papers) with respect to Tax matters pertinent to the Company Targets relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller, any extensions thereof) of for the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, to allow the Interest Owners shall allow Buyer other party to take possession of such books and records. (ii) Buyer, the Company, . The Buyer and the Interest Owners 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). (iii) Buyer, the Company, and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Target Entities and the Interest Owners 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 Article VIII 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 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 Interest Owners Target Entities and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Target Entities relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Target Entities or Sellers, as the case may be, shall allow Buyer the other party to take possession of copies of such books and records. (iia) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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). (iiib) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §6043 and all Section 6043, Code Section 6043A or Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Purchaser, the Company, Company and the Interest Owners Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax any Returns pursuant to this section Section 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 that 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 Interest Owners Company and the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Purchaser and the Interest Owners Seller 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). (iii) Buyer, the Company, The Purchaser and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerPurchaser, the Company, Company and the Interest Owners 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 Section 6.1(a) 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 that 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 Interest Owners agree Purchaser shall: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (Bii) to give Buyer reasonable Seller written notice prior to transferring, destroying or discarding any such books and records and, if Buyer Seller so requests, Purchaser and the Interest Owners Company shall allow Buyer Seller to take Membership Interest Purchase Agreement Page 35 of 71 Xxxxx Xxxxxxx, Singular Payments, LLC, and Payment Data Systems, Inc. possession of such books and records. (ii) Buyer, the Company, . Purchaser and the Interest Owners Seller further agree, upon request, to use their best efforts cooperate in good faith to obtain mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and Seller agree to cooperate in good faith in obtaining any certificate or other document from any governmental authority Governmental Body 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 by the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerThe Purchaser, the Company, Company and the Interest Owners Seller shall cooperate fully, as and to the extent reasonably requested by the other PartyParties, in connection with the filing of Tax Returns pursuant to this section Article VIII and any audit, litigation litigation, refund claim 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 that 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 Interest Owners Purchaser, the Company and the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, the Interest Owners shall allow Buyer to take possession of such books and recordsTaxing Governmental Entity. (iib) Buyer, the Company, and the Interest Owners further agree, upon request, to use their best efforts to The Seller shall obtain any certificate or other document from any governmental authority Governmental Entity 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). The Purchaser and the Company shall reasonably and in good faith cooperate with the Seller as necessary to allow the Seller to obtain such items. (iiic) BuyerThe Purchaser, the Company, Company and the Interest Owners Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043A of the Code §6043 and all Treasury Regulations the regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerArmada, the Company, Barstow and the Interest Owners Members 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 Section 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 that 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 Interest Owners Barstow and the Members agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Barstow relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Armada or the Company or Interest OwnersMembers, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityAuthority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, Barstow and or the Interest Owners Members, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, Armada and the Interest Owners Members further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Target and the Interest Owners 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 ss.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 that 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 Interest Owners Target and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, Target or Sellers, as the Interest Owners case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners 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). (iii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 ss.6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerParent, the Company, Company and the Interest Owners Shareholders’ Agents 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 Agreement and any audit, litigation or administrative, judicial or other inquiry or proceeding with respect to TaxesTaxes (the “Tax Contest”). Such cooperation shall include the retention and (upon the other Partyparty’s request) the provision of records and information that 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 Interest Owners Parent, the Company and the Shareholders’ Agents agree (Aa) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersParent, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityTax authority or other Governmental Authority, (b) to deliver or make available to Parent, within sixty (60) calendar days after the Closing Date, copies of all such books and records, and (Bc) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Parent, the Interest Owners Company or the Shareholders’ Agents, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, records at such other party’s expense. Parent and the Interest Owners Shareholders’ Agents further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, Acquirer and the Interest Owners Seller shall cooperate fully, and Acquirer shall cause the Company to cooperate fully with Acquirer and Seller, as and to the extent reasonably requested by the other PartyAcquirer or Seller, in connection with the filing of Tax Returns pursuant to this section Section 9 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 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 Interest Owners Company and Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Acquirer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Company or Seller, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, Acquirer and the Interest Owners Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Parent and the Interest Owners shall Representative will 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 Section 5.7 and any audit, litigation or other proceeding with respect to TaxesTaxes relating to a period of time before the Closing Date. Such cooperation shall will include the retention and (upon the other Partyparty’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis basis, at a reasonable cost to requesting party, to provide additional information and explanation of any material provided hereunder. The Interest Owners agree Company agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or the Company or Interest OwnersRepresentative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, before destroying or discarding any such books and records and, if Buyer the other party so requests, will allow the Interest Owners shall allow Buyer other party to take possession of such books and records. (ii) Buyer, the Company, Parent and the Interest Owners Representative further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Taxing 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerParent, the Company, Company and the Interest Owners Shareholders 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 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 that 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 Interest Owners Company and the Shareholders and Parent (with respect to any Straddle Period Tax Returns) agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or to the Company or Interest OwnersShareholders, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Parent (with respect to any Straddle Period Tax Returns), Company or the Shareholders, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Parent and the Interest Owners Shareholders further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Purchaser, the CompanyCompany and its Subsidiaries, and the Interest Owners Stockholder 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 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 that 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 Interest Owners Company and its Subsidiaries, the Stockholder, and the Purchaser agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Company or Interest OwnersStockholder, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company and its Subsidiaries or the Stockholder, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Purchaser and the Interest Owners Stockholder 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, including with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, PHC and the Interest Owners Buyer 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 tax returns and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other Party’s party's request) the provision of records and information that 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 Interest Owners PHC and the Buyer agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company NHS relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer PHC or the Company or Interest OwnersBuyer, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, PHC or Buyer, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, PHC and the Interest Owners Buyer further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person person or entity as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) BuyerExcept as otherwise stated herein, PHC and Buyer shall each have the Company, right to control any and the Interest Owners further agree, upon request, to provide the other Party all disputes and proceedings with all information that either Party tax authorities arising in respect of taxes for which it may be required the subject of an indemnification claim under this Agreement or under which it may be entitled to report pursuant to Code §6043 and all Treasury Regulations promulgated thereundera tax reimbursement, refund or credit.

Cooperation on Tax Matters. (i) Buyer, the Company, and the Interest Owners The parties hereto 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 Section 11.1(c) (including signing any such Tax Returns) above and any audit, litigation or other proceeding with respect to TaxesTax Proceeding. Such cooperation shall include the retention and (upon the other Partyparty’s request) the provision of records and information that 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 Interest Owners parties agree to (Ai) to retain all books and records with respect to Pre-Closing Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date Periods until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or the Company or Interest Owners, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTax Authority with respect to all Pre-Closing Tax Periods, and (Bii) use commercially reasonable efforts to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Buyer shall cause the Interest Owners shall allow Buyer Acquired Companies to take possession retain such records for such additional period of time as reasonably requested by such books and recordsparty. (ii) Buyer, the Company, Buyer and the Interest Owners Stockholders’ Representative, on behalf of the Securityholders, further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Tax Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, Buyer and the Interest Owners Stockholders’ Representative, on behalf of the Securityholders, further agree, upon request, to provide the other Party party with all information that either Party any party may be required to report pursuant to Code §Sections 6043 or 6043A and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, and the Interest Owners 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 Section 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 's request) the provision of records and information that 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 Interest Owners Company and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners Company or Sellers, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, The Buyer and the Interest Owners Seller Entities shall cooperate fully, as and to the extent reasonably requested by the other PartyParties, in connection with the filing of Tax Returns pursuant to this section Section 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 that 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 Interest Owners Buyer and the Seller Entities agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller Entities, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give Buyer the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer another Party so requests, the Interest Owners Buyer or the Seller Entities, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Buyer and the Interest Owners Seller Entities further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Taxing 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). (iii) Buyer, the Company, The Buyer and the Interest Owners Seller Entities further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Buyers, the Company, Company and the Interest Owners 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 Section 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 that 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 Interest Owners Company and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Buyers or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Buyers and the Interest Owners Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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, to/ with respect to the transactions contemplated hereby)) without the imposition of a countervailing Tax or loss of Tax attributes on or by the Party to whom such request is directed. (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerPurchaser, the Company, and the Interest Owners Stockholder Representative (on behalf of the Company Securityholders) 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 Section 7.4 and any audit, litigation claim, inquiry, examination or other proceeding with respect relating to TaxesTaxes (a “Tax Claim”). Such cooperation shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding Tax Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners Company and the Company Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersPurchaser, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company Stockholders shall allow Buyer the other party to take possession of such books and records. The Company Securityholders will provide the Stockholder Representative with all such relevant information upon request. (ii) Buyer, the Company, Purchaser and the Interest Owners Stockholder Representative (on behalf of the Company Securityholders) further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Body 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). The Company Securityholders will provide the Stockholder Representative with all such relevant information upon request. (iii) Buyer, the Company, Purchaser and the Interest Owners Stockholder Representative (on behalf of the Company Securityholders) further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Regulations promulgated thereunder. The Company Securityholders will provide the Stockholder Representative with all such relevant information upon request. (iv) Notwithstanding anything in this Section 7.4(d) to the contrary, Purchaser shall not be required to provide any records, Tax Returns or any other information to the Stockholder Representative, in each case which includes any information relating to any member (other than an Amtrol Company) of a consolidated, unity or combined group including Purchaser.

Cooperation on Tax Matters. (i) BuyerNorth American, the Company, Target and the Interest Owners Shareholder 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 Section 10 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 that 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 Interest Owners agree Target agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer North American or the Company or Interest OwnersShareholder, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer each other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer any other Party so requests, Target or Shareholder, as the Interest Owners case may be, shall allow Buyer such other Party to take possession of such books and records. (ii) Buyer, the Company, North American and the Interest Owners 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, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, North American and the Interest Owners Shareholder further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerSeller Parent, the CompanySellers, Purchaser and the Interest Owners Transferred Entities 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 Article VII 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 that 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 Interest Owners agree Each Party hereto shall (Ai) to retain all any books and records in its possession with respect to Tax matters pertinent to the Company Transferred Entities relating to any taxable period beginning before the Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Ownersany party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Governmental Entity and (Bii) to give Buyer the other Party hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requestsrequested, allow the Interest Owners shall allow Buyer other Party hereto to take possession of such books and records. (iib) BuyerSeller Parent, the CompanySellers, Purchaser and the Interest Owners Transferred Entities further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Purchaser and the Interest Owners 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 for all periods that begin before the Closing Date and any audit, litigation or other proceeding Action or Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding Action or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners Purchaser and the Sellers agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or the Company or Interest Ownersother party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental or Regulatory Authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if Buyer the other party so requests, the Interest Owners Purchaser or the Sellers, as the case may be, shall allow Buyer the other party to take possession of such books Books and recordsRecords. (ii) Buyer, the Company, Purchaser and the Interest Owners Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental or Regulatory 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, including without limitation any Tax with respect to the transactions contemplated hereby). (iii) Buyer, the Company, Purchaser and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §Section 6043 of the Internal Revenue Code, and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, PPR and the Interest Owners Pohlad 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 Section and any audit, litigation or other proceeding with respect to Taxesproceedings. Such cooperation shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding proceedings and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners PPR and Pohlad agree (A) to retain all books and records with respect to Tax matters pertinent to Dakota, the Company Dakota Subsidiaries, DakBev, and the DakBev LLCs relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer PPR or the Company or Interest OwnersPohlad, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to the transferring, destroying or discarding of any such books and records and, if Buyer the other party so requests, PPR or Pohlad, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, PPR and the Interest Owners Pohlad further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Government Entity or any other Person 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). (iii) Buyer, the Company, PPR and the Interest Owners Pohlad further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to (S)6043 of the Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, The Company and the Interest Owners 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 Section 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 that 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 Interest Owners Company and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Neocom relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Company or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Neocom or the Interest Owners Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Company and the Interest Owners Sellers further agree, upon request, to use their best efforts 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). (iii) Buyer, the Company, The Company and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Target and the Interest Owners Sellers' Agent shall cooperate fully, as and to the extent reasonably requested by the any other Partyparty to this Agreement, in connection with the filing of Tax Returns pursuant to this section Section 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 that 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 Interest Owners Buyer and Sellers' Agent agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers' Agent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the Sellers' Agent or Buyer, as the case may be, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Buyer or the Sellers' Agent, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerCentral Can, Purchaser, the Company, Company and the Interest Owners 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Partyanother party’s request) the provision of records and information that 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 Interest Owners Company, Sellers, Central Can and Purchaser agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Central Can, Purchaser or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer each other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, the Interest Owners shall allow Buyer to take possession of such books and records. (ii) BuyerCentral Can, the Company, Purchaser and the Interest Owners Sellers further agree, upon requestthe written request of one of the other parties, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Government Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby). (iii) BuyerThe Company, Central Can, the Company, Purchaser and the Interest Owners Sellers further agree, upon request, to provide the each other Party with party all information that either Party the other parties may be required to report pursuant to Sections 6043 and 6043A of the Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerPurchaser, the Company, Company and the Interest Owners 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 Article VII 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 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 Interest Owners agree Company agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, Purchaser and the Interest Owners Seller 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). (iiic) Buyer, the Company, Purchaser and the Interest Owners Seller further agree, upon request, to provide the other Party with all information that either Party party may be required to report pursuant to Code §Section 6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerParent, the Company, Company and the Interest Owners 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 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 party's request) the provision of records and information that 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 Interest Owners Company and Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or the Company or Interest OwnersStockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or Stockholders, as the case may be, shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, Parent and the Interest Owners Stockholders 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). (iiic) Buyer, the Company, Parent and the Interest Owners Stockholders further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Buyer and its Affiliates (i) Buyerincluding, following the Closing, the Company, Company Entities) and the Interest Owners Seller shall cooperate fully, as and to the extent reasonably requested by the other Party (at the requesting Party’s expense), in connection with the preparation and filing of any Tax Returns pursuant Returns, the filing of any amended Tax Return for a Pre-Closing Tax Period (which amended Tax Return may only be filed with the consent of Seller to this section the extent provided in Section 6.17(b)(iv)), and any auditTax Action, litigation or other proceeding with respect in each case, to Taxesthe extent relating to the Company Entities. Such cooperation shall include the retention and (upon the other Party’s request) the retention and the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding Tax Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners agree Nothing in this Section 6.17 shall require either Party to provide information that is privileged under attorney-client or legal privilege if the disclosure is reasonably expected to result in the loss of such privilege (A) to retain all books and records with respect to Tax matters pertinent to it being understood in such case that the Company relating to any taxable period beginning before Party withholding such information shall inform the Closing Date until the expiration other Party of the statute general nature of limitations (the information being withheld and, upon such other Party’s request and at such other Party’s sole cost and expense, reasonably cooperate with such other Party to the extent notified by Buyer provide such information, in whole or the Company or Interest Ownersin part, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer reasonable written notice prior to transferring, destroying or discarding in a manner that would not result in any such books loss of privilege). Buyer and records and, if Buyer so requests, the Interest Owners shall allow Buyer to take possession of such books and records. (ii) Buyer, the Company, and the Interest Owners Seller further agree, upon requestrequest (at the expense of the requesting Party), to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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, Taxes payable by or with respect to the transactions contemplated hereby). Company Entities. Any information obtained under this Section 6.17 shall be kept confidential, except (iiii) as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting any Tax Action, or (ii) with the consent of Seller or Buyer, as the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party case may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunderbe.

Cooperation on Tax Matters. (i) BuyerThe Company will prepare, with Seller's cooperation, the Company's federal income Tax Return for the taxable year ending December 31, 1997. In addition, the Company and the Interest Owners shall cooperate fullySeller will furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the extent Company as is reasonably requested by the other Party, in connection with necessary for the filing of Tax Returns pursuant to this section and any return, for the preparation for any audit, litigation and for the prosecution or other defense of any claim, suit or proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant relating 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 hereunderproposed adjustment. The Interest Owners agree (A) Company and Seller will retain or cause to retain be retained all books and records with respect to Tax matters pertinent to the Company relating until the applicable period for assessment under applicable Law (giving effect to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (andand all extensions, to the extent notified by Buyer waivers or the Company or Interest Owners, any extensions thereofmitigations) of the respective taxable periodshas expired, and to abide by provide to the other Party all record retention agreements entered into with any taxing authority, Governmental Authority and (B) to abide by or cause the abidance with such agreements. The Company will give Buyer Seller reasonable written notice prior to transferring, discarding or destroying or discarding any such books and records relating to Tax matters and, if Buyer Seller so requests, the Interest Owners Company shall allow Buyer Seller to take possession of such books and records. Purchaser and Seller shall cooperate with each other in the conduct of any audit or other proceedings involving the Company for any Tax -44- 41 purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. (ii) Buyer, the Company, Purchaser and the Interest Owners 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). (iii) Buyer, the Company, and the Interest Owners Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Section 6043 of the Tax Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, The Sellers and the Interest Owners Purchaser 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 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include include, but shall not be limited to, the retention and (upon the other Partyparty’s request) the provision of records and information that 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 Interest Owners Sellers and the Purchaser agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Owners, including any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying destroying, or discarding any such books and records and, if Buyer the Purchaser or the Sellers, as the case may be, so requests, the Interest Owners Purchaser or the Sellers shall allow Buyer be allowed to take possession of such books and records. (iib) Buyer, the Company, The Sellers and the Interest Owners Purchaser further covenant and agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Taxing 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). (iiic) Buyer, the Company, The Sellers and the Interest Owners Purchaser further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §Sections 6043 and all 6043A and any Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, Buyer and the Interest Owners Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing of any Tax Returns or information return, statement, report or form (including any report required pursuant to this section Section 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 party's request) the provision of records and information that 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 Interest Owners After the Closing, each Company and Seller agree (Ai) to retain all books and records (including accounting records) either in the possession of such Company or Seller, as the case may be, at the Closing Date or that thereafter come into the possession of a Company or Seller, as the case may be, in the ordinary course of business with respect to Tax matters pertinent to the Company Companies relating to any taxable period beginning before the Pre-Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Owners, any extensions thereof) of the respective taxable periodsTax Period, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, each Company or Seller, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, Buyer and the Interest Owners Seller further agreeagree that each of them, upon requestrequest from the other party, to shall use their best all reasonable efforts to obtain any certificate or other document from any governmental authority or customer of any other Person Company as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, including but not limited to, to with respect to the transactions contemplated herebyTransaction). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) 7.3.1. Buyer, the Company, Company and the Interest Owners 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 Section 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 that 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 Interest Owners Company and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, 7.3.2. Buyer and the Interest Owners 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). (iii) Buyer, the Company, 7.3.3. Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, The Sellers and the Interest Owners 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other another Party’s request) the provision of records and information that 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. Such cooperation shall include the provision of any accounting and tax records of any Seller or its Affiliates (on the one hand) or the New Securities Company or any Group Company (on the other hand) that is relevant to the preparation of any Tax return that is required to be filed by the New Securities Company or any Group Company for any taxable periods ending on or before the Closing Date, and making employees of any of such companies available on a mutually convenient basis to provide information and/or other assistance in the preparation of any such Tax return. The Interest Owners Sellers and the Purchaser agree (A) to retain all books and records with respect to Tax matters pertinent to NCH, NCS, the New Securities Company or the Group Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations in both Japan and the United States (and, to the extent notified by Buyer or the Company or Interest Owners, and any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, to allow the Interest Owners shall allow Buyer other Party to take possession of such books and records. (ii) Buyer, the Company, and the Interest Owners 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerPurchaser, the Company, Company and the Interest Owners shall Sellers will 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 Section 7.3 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall will include the retention and (upon the other Partyparty’s request) the provision of records and information 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 Interest Owners Company and Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners shall Company or Sellers, as the case may be, will allow Buyer the other Party to take possession of such books and records. (iib) Buyer, the Company, Purchaser and the Interest Owners Sellers further agree, upon request, to use their best commercially reasonable 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, including with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, PNIC and the Interest Owners 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 Section 10.7 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 that 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 Interest Owners PNIC and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company PNIC relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, PNIC or Sellers, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, SolarWinds and the Interest Owners Equity Holder Representatives 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 Section and any audit, litigation 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 that are reasonably relevant to any such audit, litigation litigation, or other proceeding (including any determination by SolarWinds of any limitation on the net operating losses or other tax attributes of N-able under Code Sections 382, 383 or 384) and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners SolarWinds and the Equity Holder Representatives, on behalf of the Equity Holders, agree (A) to retain all books and records with respect to Tax matters pertinent to the Company N-able relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer SolarWinds or the Company or Interest OwnersEquity Holder Representatives, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Entity, and (B) to give Buyer the other reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other so requests, SolarWinds or the Interest Owners Equity Holder Representatives, as the case may be, shall allow Buyer the other to take possession of such books and records. (ii) Buyer, the Company, SolarWinds and the Interest Owners Equity Holder Representatives further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Entity 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 herebyContemplated Transactions). (iii) Buyer, the Company, and the Interest Owners The Equity Holder Representatives further agree, upon requestas and to the extent reasonably requested by SolarWinds, to provide the other Party SolarWinds with all information that either Party SolarWinds may be required require to report pursuant to Code §6043 and all Treasury Regulations promulgated thereundersatisfy the requirements of FASB Interpretation 48.

Cooperation on Tax Matters. (i) Buyer, the Company, Target and the Interest Owners 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 Section 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 that 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 Interest Owners agree Target and Seller agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Target or Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners Seller 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). (iii) Buyer, the Company, Buyer and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, The Company and the Interest Owners any subsidiaries owned by it shall cooperate fully, as and to the extent reasonably requested by the other PartyBuyer, in connection with the filing of Tax Returns pursuant to this section Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s requestparty's request and expense) the provision of records and information that 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 Interest Owners Company and its subsidiaries agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company GAC relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersBuyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer so requests, the Interest Owners Company or its subsidiaries, as the case may be, shall allow Buyer to take possession of such books and records. (iib) Buyer, the Company, The Company and the Interest Owners its subsidiaries further agree, upon requestrequest by Buyer, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) Buyer, the Company, The Company and the Interest Owners Buyer further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §Section 6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, and the Interest Owners shall Each party hereto will cooperate fully, as and to the extent reasonably requested by the any other Party, party hereto in connection with the preparation, filing and execution of Tax Returns pursuant to this section and any audit, litigation or other proceeding with respect to TaxesTaxes (including any Tax Claim). Such cooperation shall include the retention and (upon the other Partyparty’s request) the provision of records and information 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 hereunderhereunder or to testify at any such proceeding. The Interest Owners Seller and the Buyer agree (Ai) to retain all books and records in their possession on the Closing Date with respect to Tax matters pertinent to the Company or any of its Subsidiaries relating to any taxable period Tax Period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periodsTax Periods, and to abide by all record retention agreements entered into with any taxing Tax authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Seller or the Interest Owners Buyer, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, . Buyer and the Interest Owners Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental Tax authority or any other Person or take any other action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any party (including, but not limited to, including with respect to the transactions contemplated herebyby this Agreement). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, The Parent and the Interest Owners 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 Section 8.3 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 that are reasonably relevant to any such audit, litigation or other proceeding and the Company making its employees available on a mutually convenient basis to provide additional information all assistance reasonably requested by the Sellers for the preparation of such Tax Returns, it being understood that the Company’s personnel have in the past prepared the Company’s Tax Returns and explanation will continue to do so for all Pre-Closing Tax Periods, if requested by the Sellers, under the direction of any material provided hereunderthe Sellers. The Interest Owners Company, each of the Subsidiaries, HPM, ENM and the Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Company, each of the Subsidiaries, HPM and ENM relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Parent or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, to allow the Interest Owners shall allow Buyer other party to take possession of such books and records. (iib) Buyer, the Company, The Parent and the Interest Owners 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). (iiic) Buyer, All refunds of Taxes with respect to any Pre-Closing Tax Period that were not taken into account in the Companycomputation of Closing Working Capital shall be the sole property of the Sellers, and all refunds of Taxes with respect to any Pre-Closing Tax Period that were taken into account in the Interest Owners computation of Closing Working Capital shall be the sole property of the Parent. The Parent shall promptly pay over to the Sellers any refund of Taxes for any Pre-Closing Tax Period, as follows: for refunds of Taxes of the Company or the Subsidiaries, to the Sellers according to the Pro Rata Shares of the Sellers; for refunds of the Taxes of HPM, to the Agent, and for refunds of the Taxes of ENM, to the ENM Agent. (d) The Parent and the Sellers further agree, upon request, to provide the other Party party with all information that either Party may be required to report pursuant to under the Code §6043 and all or Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Astro and the Interest Owners 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 Section 9(c) 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 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 Interest Owners Astro and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Astro relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, Astro or Sellers, as the Interest Owners case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to use their best commercially reasonable 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). (iii) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §Section 6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, PPR and the Interest Owners Pohlad 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 Section and any audit, litigation or other proceeding with respect to Taxesproceedings. Such cooperation shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such audit, litigation or other proceeding proceedings and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Interest Owners PPR and Pohlad agree (A) to retain all books and records with respect to Tax matters pertinent to Dakota, the Company Dakota Subsidiaries, DakBev, and the DakBev LLCs relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer PPR or the Company or Interest OwnersPohlad, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to the transferring, destroying or discarding of any such books and records and, if Buyer the other party so requests, PPR or Pohlad, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, PPR and the Interest Owners Pohlad further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Government Entity or any other Person 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). (iii) Buyer, the Company, PPR and the Interest Owners Pohlad further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to ss.6043 of the Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, and the Interest Owners The Parties 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 Agreement 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 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 Interest Owners Parties agree (A) to retain all books and records with respect to Tax matters pertinent to each of the Company Live Earth Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (andunless, prior to such 21 expiration, the extent notified by Buyer or WCA Parties deliver a written notice to Live Earth requesting that such books and records be retained and specifying the Company or Interest Owners, any extensions thereofadditional retention period) of the respective taxable periods, periods and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners WCA Parties or the Live Earth Parties, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, The WCA Parties and the Interest Owners Live Earth Parties further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental or Regulatory 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Purchaser, the Company, Company and its Subsidiaries and the Interest Owners 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 §9 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 that 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 Interest Owners Company and its Subsidiaries and the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Ownersnotified, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, and at such Party’s sole cost and expense, the Interest Owners Company and its Subsidiaries or the Seller, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) BuyerNotwithstanding anything to the contrary herein, except to the Companyextent solely relating to the Company or its Subsidiaries, Seller and the Interest Owners further agreeits Affiliates shall not be required at any time to provide to Purchaser any right to access or to review any Tax Return or Tax work papers of Seller, upon requestany Seller Affiliated Group, 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)Affiliate of Seller. (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Purchaser, the Company, Companies and the Interest Owners Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax any Returns pursuant to this section Section and any audit, litigation or other proceeding with respect to TaxesTaxes assessed against the Companies. Such cooperation shall include the retention and (upon the other Party’s party's request) the provision of records and information that 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 Interest Owners Companies and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Companies or the Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, The Purchaser and the Interest Owners 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 against any of the parties hereto (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, The Purchaser and the Interest Owners Sellers further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, Company and the Interest Owners 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 Section 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 that which are reasonably relevant to any such filing, 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 Interest Owners Company and the Stockholders agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersStockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requestsrequests the Company or the Stockholders, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and recordsrecords prior to such transfer, destruction or discarding. (iib) Buyer, the Company, Buyer and the Interest Owners Stockholders further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerThe Stockholders and AMG shall report all transactions pursuant to this Agreement in a manner that is consistent with the Elections and shall take no position contrary thereto unless required to do so pursuant to a final "determination" within the meaning of Section 1313 of the Code or an analogous provision under state, local or foreign tax law. (ii) AMG, the Company, Company and the Interest Owners 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 Section 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 that 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 Interest Owners Company and the Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the LLC relating to any taxable period beginning before the date of the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer AMG or the Company or Interest OwnersStockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Stockholders, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, . AMG and the Interest Owners Stockholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerThe Parent, the Company, Company and the Interest Owners 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 Article 10 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 that which are reasonably relevant to any such audit, litigation or other proceeding and proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and the execution of any Tax forms or filings requested by the other Party consistent with the provisions of Article 10. The Interest Owners agree Parent shall provide the Representative or its designated representatives with such documents as are reasonably requested by the Representative as necessary or desirable to implement the provisions of Section 10.1 (relating to the filing of Tax Returns for Pre-Closing Tax Periods) and Section 10.8 (relating to Tax Contests). The Company and the Parent shall (A) to retain all any books and records in their possession with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Owners, including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the Representative so requests, allow the Interest Owners shall allow Buyer Representative to take possession of such books and records. (iib) Buyer, the Company, The Parent and the Interest Owners Representative further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Entity 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, 2.8.7.1 Seller and the Interest Owners Purchaser 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 Section 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 party's request) the provision of records and information that 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 Interest Owners Seller and Purchaser agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Entities relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Seller or the Company or Interest OwnersPurchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Seller or Purchaser, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded. (ii) Buyer, the Company, 2.8.7.2 Seller and the Interest Owners Purchaser further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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, including Taxes with respect to the transactions contemplated hereby). (iii) Buyer, the Company, 2.8.7.3 Each of Purchaser and the Interest Owners further agree, upon request, Seller shall promptly deliver to provide the other Party with all information that either Party any notice from any Tax authority received by it relating to Taxes for which the other is or may be required to report liable pursuant to Code §6043 and all Treasury Regulations promulgated thereunderthis Agreement.

Cooperation on Tax Matters. (i) BuyerParent, the Company, Company and the Interest Owners 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 Section 9.17 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 that 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 Interest Owners Company and the Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or to the Company or Interest OwnersStockholders, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Stockholders, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Parent and the Interest Owners Stockholders 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, DBT and the Interest Owners Shareholders shall cooperate fully, as and to the extent reasonably requested by the any other party to this Agreement (a "Party"), in connection with the filing of Tax Returns returns pursuant to this section 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 that 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 Interest Owners agree Shareholders agree (Ai) to retain all books and records with respect to Tax matters pertinent to each of the Company and the Subsidiaries relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest Ownersany person, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (Bii) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners Shareholders shall allow Buyer the other Party to take possession of such books and records. (iib) Buyer, the Company, DBT and the Interest Owners 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 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). The requesting party shall pay the reasonable costs incurred by the other party in responding to such request. (iiic) Buyer, the Company, DBT and the Interest Owners Shareholders further agree, upon request, to provide the other Party party with all information in the possession of the requested party that either Party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerPurchaser, the Company, Company and the Interest Owners 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 Section 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 that 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 Interest Owners Company and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable Taxable period beginning before the Closing Date until the expiration of the Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Purchaser and the Interest Owners Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority Governmental Entity 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). (iii) Buyer, the Company, Purchaser and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) BuyerParent, the Company, Blocker Entity and the Interest Owners Selling 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 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 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 Interest Owners Blocker Entity and Selling Equityholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Blocker Entity relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or the Company or Interest OwnersSelling Equityholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Blocker Entity or Parent, as the case may be, shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, Parent and the Interest Owners Selling Equityholders 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). (iiic) Buyer, the Company, Parent and the Interest Owners Selling Equityholders further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Code §6043 and all 6043, or Code §6043A, or Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Subsidiary and the Interest Owners Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax tax Returns pursuant to this section Section 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 that 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 Interest Owners Subsidiary and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Subsidiary relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Subsidiary or Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners Seller 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, The Buyer and the Interest Owners 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 Section 9(g) 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 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 Interest Owners agree Buyer and the Seller shall (A) to retain all books and records with respect to Tax matters pertinent to the each Acquired Company relating to any whole or partial taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, the Interest Owners Buyer or the Seller, as the case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, The Buyer and the Interest Owners Seller further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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, including with respect to the transactions contemplated hereby). (iii) Buyer, the Company, The Buyer and the Interest Owners further Seller agree, upon request, to provide the other Party Parties with all information that either Party such other Parties may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, Buyer and the Interest Owners 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 Article IX and any audit, litigation or other proceeding with respect to TaxesTaxes although the party responsible for filing the Tax Return pursuant to this Agreement shall control any such audit, litigation or other proceeding, provided that the controlling party may not, without the consent of the other party, agree to any settlement that would result in an increase in the amount of Taxes for which any other party is or may be liable. Such cooperation shall include the retention and (upon the other Partyparty’s request) the provision of records and information 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 Interest Owners Buyer and Sellers agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Acacia FSB and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Taxing Authority and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners requests shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, Buyer and the Interest Owners Sellers further agree, upon requestreasonable request by the other party, to use their best all reasonable commercial efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) The Buyer, the Company, Target and the Interest Owners 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 Section 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 that 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 Interest Owners agree Target and the Seller shall (A) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Target or the Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) BuyerUpon request, the Company, Buyer and the Interest Owners further agree, upon request, to Seller shall use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, The Buyer and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section6043(c) of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) The Buyer, the Company, Company and the Interest Owners 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 Section 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 that 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 Interest Owners Company and the Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, The Buyer and the Interest Owners Seller 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). (iiic) Buyer, the Company, The Buyer and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to Section 6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) BuyerParent, the Company, Vianeta and the Interest Owners Principal Shareholders shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns returns pursuant to this section Section 6.4 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 that 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 Interest Owners Vianeta and the Principal Shareholders and Parent agree (A) to retain all books and records with respect to Tax matters pertinent to the Company Vianeta relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or the Company or Interest OwnersShareholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Vianeta, the Interest Owners Principal Shareholders or Parent, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Parent and the Interest Owners Principal Shareholders further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be made imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, 2.8.7.1 Seller and the Interest Owners Purchaser 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 Section 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 party's request) the provision of records and information that 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 Interest Owners Seller and Purchaser agree (Ai) to retain all books and records with respect to Tax matters pertinent to the Company ADI relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Seller or the Company or Interest OwnersPurchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Seller or Purchaser, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded. (ii) Buyer, the Company, 2.8.7.2 Seller and the Interest Owners Purchaser further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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, including Taxes with respect to the transactions contemplated hereby). (iii) Buyer, the Company, 2.8.7.3 Each of Purchaser and the Interest Owners further agree, upon request, Seller shall promptly deliver to provide the other Party with all information that either Party any notice from any Tax authority received by it relating to Taxes for which the other is or may be required to report liable pursuant to Code §6043 and all Treasury Regulations promulgated thereunderthis Agreement.

Cooperation on Tax Matters. (i) Buyer, the Company, Company and the Interest Owners 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 Section 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 that 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 Interest Owners agree Company and Sellers agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Company or Sellers, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners 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 person as may be necessary to mitigate, reduce or eliminate any Tax Taxes that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, SGM and the Interest Owners 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 Section 8 and any audit, litigation or other proceeding with respect to TaxesTaxes relating to a period of time prior to the Closing Date. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any 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 Interest Owners agree SGM agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company SGM relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other Party so requests, SGM or Sellers, as the Interest Owners case may be, shall allow Buyer the other Party to take possession of such books and records. (ii) Buyer, the Company, . Buyer and the Interest Owners Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority 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). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Buyer, the Company, Company and the Interest Owners 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 Section 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 party's request) the provision of records and information that 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 Interest Owners Company and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or Seller, as the case may be, shall allow Buyer the other party to take possession of such books and records. (ii) Buyer, the Company, Buyer and the Interest Owners Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Entity 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). (iii) Buyer, the Company, Buyer and the Interest Owners Seller further agree, upon request, to provide the other Party party with all information that either Party party may be required to report pursuant to ss.6043 of the Code §6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i1) Parent, Buyer, the Company, SETAC (including any of its subsidiaries), and the Interest Owners 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 Article 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 that 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 Interest Owners agree Buyer and Seller agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company and SETAC (including any of its subsidiaries) relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or the Company or Interest OwnersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, Buyer or Seller, as the Interest Owners case may be, shall allow Buyer the other party to take possession of such books and records. (ii2) Buyer, the Company, Buyer and the Interest Owners Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax Taxes that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Buyer, the Company, and the Interest Owners shall The Parties will 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall will include the retention and (upon the other Party’s request) the provision of records and information that 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 hereunderin satisfaction of this requirement. The Interest Owners Parties agree that the Parent will cause the Surviving Corporation to (Ai) to retain all books and records with respect to Tax matters pertinent to the Company Target relating to any taxable period beginning before the Closing Date until the expiration of the statute applicable statutes of limitations (and, to the extent notified by Buyer the Parent or the Company or Interest OwnersShareholders’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give Buyer the Shareholders’ Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the Shareholders’ Representative so requests, the Interest Owners shall Surviving Corporation will allow Buyer the Shareholders’ Representative to take possession of such books and records. (iib) Buyer, the Company, and the Interest Owners The Parties further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any governmental authority 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, including with respect to the transactions contemplated herebyby the Merger and the Transaction Documents). (iii) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) The Buyer, the Company, Sellers and the Interest Owners Company 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 Section 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 that 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 Interest Owners Company and the Sellers agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Company or Interest OwnersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give Buyer the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer the other party so requests, the Interest Owners Company or the Sellers, as the case may be, shall allow Buyer the other party to take possession of such books and records. (iib) Buyer, the Company, The Sellers and the Interest Owners Buyer further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). . GV: #115336 v7 (iii2gzs07!.WPD) Buyer, the Company, and the Interest Owners further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043 and all Treasury Regulations promulgated thereunder.55