Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) and 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (and any of its subsidiaries) and Shareholders agree: (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) 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 Parent or Shareholders, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Purchaser, Company (including any of its subsidiaries) the Acquired Subsidiary and Shareholders the 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 XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which 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. Company (The Acquired Subsidiary and any of its subsidiaries) and Shareholders agree: the Seller agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to Company (including any of its subsidiaries) Acquired Subsidiary relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations and any litigation holds (and, to the extent notified by Parent Purchaser or ShareholdersSeller, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of its subsidiaries) the Acquired Subsidiary or Shareholdersthe Seller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, Company (including any of the Target and its subsidiaries) Subsidiaries and Shareholders 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Buyer and any of its subsidiaries) and Shareholders agree: Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of the Target and its subsidiaries) Subsidiaries 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 Parent Buyer or ShareholdersSellers, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Buyer or ShareholdersSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) The Buyer and Shareholders the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, fully in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding Proceeding with respect to Taxes, including, without limitation, by providing or causing to be provided to the Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax Return or participating in any Proceeding. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation 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. Company The Buyer and the Seller agree (and any of its subsidiaries) and Shareholders agree: (Aa) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) relating to any taxable period beginning before prior to the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or ShareholdersSeller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party to this Agreement so requests, Company (including any of its subsidiaries) the Buyer or Shareholdersthe Seller, as the case may be, shall allow the other party to take possession of such books and records. The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herein).

Cooperation on Tax Matters. (i) ParentBuyer, the Company (including any of and its subsidiaries) Subsidiaries and 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 3.9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) and Shareholders agree: Subsidiaries agree (A) to retain all books and records with respect to Tax matters pertinent to The Company (including any of and its subsidiaries) Subsidiaries 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 Parent Buyer or Shareholders, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, The Company (including any of and its subsidiaries) Subsidiaries or Shareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentOld National, Company (including any of St. Jxxxxx and its subsidiaries) and Shareholders Subsidiaries 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 2.09 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (St. Jxxxxx and any of its subsidiaries) Subsidiaries and Shareholders agree: Old National agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of St. Jxxxxx and its subsidiaries) Subsidiaries 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 Parent Old National or ShareholdersSt. 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of St. Jxxxxx and its subsidiaries) Subsidiaries or ShareholdersOld National, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company (including any of and its subsidiaries) Subsidiaries and Shareholders the Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 5.13 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which 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. Parent, the Company (and any of its subsidiaries) Subsidiaries and Shareholders agree: the Stockholder Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiaries relating to any taxable period beginning before the IPO Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by Parent or Shareholdersthe Stockholder 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Parent, the Company (including any of and its subsidiaries) Subsidiaries, or Shareholders, as the case may be, Stockholder Representative shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent8.9.1. The Purchaser, the Company (including any of and its subsidiaries) Subsidiaries, and Shareholders the Equityholders shall cooperate fully, as and to the extent reasonably requested by the other partyanother Party, in connection with the filing of Tax Returns pursuant to this Section 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 which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and its Subsidiaries, the Equityholders, and the Purchaser agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiaries 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 Parent the Purchaser or Shareholdersthe Equityholders, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company (including any of and its subsidiaries) Subsidiaries or Shareholdersthe Equityholders, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Trustee, Company on behalf of the ESOP, and Purchaser shall reasonably cooperate, and shall use commercially reasonable efforts to cause their respective Affiliates and Representatives to reasonably cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits relating to Taxes with respect to all Tax periods (including any of its subsidiaries) and 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 and any audit, litigation or other proceeding with respect to TaxesClaims). Such cooperation shall include the retention maintaining and (upon the making available to each other party's request) the provision of all relevant records and information which are reasonably relevant relating to any such auditTaxes, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and or explanation of any material provided hereunderunder this Section 6.12(f), to testify at any proceeding relating to Taxes or to execute Tax Returns. Company The Trustee, on behalf of the ESOP, and Purchaser agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiary relating to any taxable Tax period beginning before the IPO Closing Date Xxxx until the expiration of the applicable statute of limitations (and, to the extent notified by Parent or Shareholders, any extensions thereofas may be extended) of the respective taxable periods, has expired and to abide by all record retention agreements entered into with any taxing authorityGovernmental Authority; (ii) to allow the other parties hereto and their respective Representatives at times and dates mutually acceptable to such parties, to inspect, review and make copies of such records as any such party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours at such party’s expense; and (Biii) to give the other party parties hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any other party hereto so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, shall to allow the other such party to take lake possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company (including any of and its subsidiaries) Subsidiaries, and Shareholders Pro-Fac 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 which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) Subsidiaries and Shareholders agree: Pro-Fac agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiaries 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 Parent Buyer or ShareholdersPro-Fac, 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 (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, in any such event if the other party so requests, the Company (including any of and its subsidiaries) Subsidiaries or ShareholdersPro-Fac, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentPurchaser, Company (including any of its subsidiaries) the Companies and Shareholders the 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 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 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. Company (and any of its subsidiaries) and Shareholders agree: The Companies agree to (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies relating to any taxable Taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser or Shareholdersthe 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 the other party Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Representative so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, Companies shall allow the other party Representative to take possession of such books and records. Purchaser and the Representative further agree, upon request, to use their 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).

Cooperation on Tax Matters. (i) ParentThe Buyer Parties and the Acquired Subsidiary, Company (including any of its subsidiaries) on one hand, and Shareholders Sellers, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyother, in connection with the filing of Tax Returns pursuant relating to this Section the Business and in connection with the conduct of any audit, litigation or other proceeding with respect to Taxes; provided, however, that such requested cooperation shall not unreasonably interfere with the normal operations of the party from whom such cooperation is requested. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Buyer Parties, the Acquired Companies and any of its subsidiaries) and Shareholders agree: Sellers agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Business relating to any taxable Tax period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or ShareholdersICO, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing Taxing authority; , and (B) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholdersthe Buyer Parties and the Acquired Subsidiary, on one hand, and Sellers, on the other hand, as the case may be, shall allow the other party to take possession of such books Books and recordsRecords.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) Buyer and Shareholders the Seller Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding Action with respect to TaxesTaxes that relate or pertain to the Company and each of its Subsidiaries. Such cooperation shall include the retention and (and, upon the other party's ’s request) , the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Action and making employees or third parties who provided services to either party, such as accountants, available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company Buyer and the Seller Representative agree to (and any of its subsidiariesi) and Shareholders agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiaries relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, and to the extent notified by Parent Buyer or Shareholdersthe Seller Representative, any extensions thereof) of the respective taxable periods, periods and to abide by all record retention agreements entered into with any taxing authority; Governmental Authority, and (Bii) to give the other party reasonable reasonably written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Buyer or Shareholdersthe Seller Representative, as the case may be, shall allow use its 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 the other party to take possession of such books and recordstransaction contemplated hereby.

Cooperation on Tax Matters. (i) Parent, the Company (including any of its subsidiaries) and the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 7.7 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Shareholders and Parent (and with respect to any of its subsidiariesStraddle Period Tax Returns) and Shareholders agree: agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) relating to any taxable Tax period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or to the Shareholders, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Parent (with respect to any Straddle Period Tax Returns), Company (including any of its subsidiaries) or the Shareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) The Buyer and Shareholders the 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 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 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. Company (The Buyer and any of its subsidiaries) and Shareholders agree: the Seller Entities agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent the Buyer or Shareholdersthe Seller Entities, 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 (B) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party another Party so requests, Company (including any of its subsidiaries) the Buyer or Shareholdersthe Seller Entities, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) The Buyer and Shareholders the Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the preparation and filing of Tax Returns pursuant to this Section 9(b) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Buyer and any of its subsidiaries) and Shareholders agree: (A) to the Seller shall retain all books and records in their possession with respect to Tax matters pertinent to the Company (including any of its subsidiaries) relating to any whole or partial taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or Shareholdersthe Seller, any extensions thereof) of the respective taxable periodsperiods (the “Records”), and to abide by all record retention agreements entered into with any taxing authority; and (B) to give . Following the Closing Date, each Party shall afford the other party Party and its accountants, and counsel, during normal business hours, upon reasonable written notice prior request, full access to transferringthe Records and to such Party’s employees to the extent that such access may be requested for purposes of preparing or filing any Tax Return, destroying claiming any refund with respect to Taxes or discarding defending any audit or other proceeding with respect to Taxes at no cost to the Party accessing the Records (other than for reasonable out-of-pocket expenses); provided that such books and records andaccess shall not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, if work product, or like privilege or cause the other party so requestsbreach of any confidentiality agreement; provided, Company (including further, that in the event of any litigation nothing herein shall limit either Party’s rights of its subsidiaries) or Shareholders, as the case may be, shall allow the other party to take possession of such books and recordsdiscovery under applicable Law.

Cooperation on Tax Matters. (i) ParentPurchaser, Company (including any of its subsidiaries) the Companies and Shareholders the Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, at the expense of the requesting party, in connection with the filing of Tax Returns pursuant to this Section 5.4 and any audit, litigation Action or other proceeding Proceeding, with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation Action or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company The Companies and the Seller agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies relating to any taxable Pre-Closing Tax Period (or portion of any period beginning on or before the IPO Closing Date Date) until the expiration of the statute of limitations (and, to the extent notified by Parent Purchaser or Shareholdersthe Seller, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Companies or Shareholdersthe Seller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) and Shareholders Each Party shall cooperate fully, as and to the extent reasonably requested by the other partyanother Party, in connection with the filing of Tax Returns pursuant to this Section 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 Party’s reasonable request) the provision of records and information which 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. Company Company, Sellers and Buyer agree to (and any of its subsidiariesa) and Shareholders agree: (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of and its subsidiaries) Subsidiaries relating to any taxable period beginning before the IPO Closing Date until the latest of the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or ShareholdersSellers, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of its subsidiaries) Company, Buyer or ShareholdersSellers, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentFederal, Company (including any of its subsidiaries) C-CUBED, C-CUBED’s Subsidiaries and Shareholders the Stockholders shall cooperate fully, as and to the extent reasonably requested by the other any party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company C-CUBED, its Subsidiaries, and the Stockholders agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of C-CUBED and its subsidiaries) Subsidiaries 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 Parent Federal or Shareholdersthe Stockholders’ 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) C-CUBED or Shareholdersthe Stockholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) Parent, Company (including any of its subsidiaries) Acquirer and Shareholders 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 9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and Seller agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) 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 Parent Acquirer or ShareholdersSeller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or ShareholdersSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, Company (including any of its subsidiaries) Seller, the Transferred Companies and Shareholders their Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other partyBuyer or Seller, in connection with the filing of Tax Returns pursuant to this Section Article X and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company Buyer and Seller agree (and any of its subsidiaries) and Shareholders agree: (Aa) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Transferred Companies and their Subsidiaries 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 Parent the Transferred Companies or ShareholdersSeller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Transferred Companies and their Subsidiaries or ShareholdersSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentPurchaser, Company (including any of its subsidiaries) the Company, and Shareholders 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees (other than counsel) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Company, Sellers, and any of its subsidiaries) and Shareholders agree: Purchaser agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute statue of limitations (and, to the extent notified by Parent Purchaser or ShareholdersSellers, 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 (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company (including any of its subsidiaries) or ShareholdersSellers, as the case may be, shall allow the other party to take possession of such books and records. Purchaser and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Taxing Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transaction contemplated hereby).

Cooperation on Tax Matters. (i) ParentPurchaser, the Company (including any of its subsidiaries) and Shareholders 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 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 party's ’s request) the provision of records and information 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. Purchaser, the Company (and any of its subsidiaries) and Shareholders agree: Seller agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent Purchaser or ShareholdersSeller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party so requests, Purchaser, the Company (including any of its subsidiaries) or ShareholdersSeller, as the case may be, shall allow the other party to take possession of such books Books and recordsRecords.

Cooperation on Tax Matters. (i) ParentSellers, Company (including any of its subsidiaries) the Company, Buyer and Shareholders Acquisition Sub 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 8.10 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include signing any Tax Return, amended Tax Returns, claims or other documents necessary to settle any Tax controversy, the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (and any of its subsidiaries) and Shareholders agree: (A) Sellers agree to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent or ShareholdersBuyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; authority and (B) to give the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, Buyer shall allow the other party Sellers to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentParent and the Stockholders shall, and the parties shall cause the Company (including any of its subsidiaries) and Shareholders shall cooperate fullyto, cooperate, as and to the extent reasonably requested by the other partyparties, 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 include, (A) the retention and (upon the other another party's ’s request) the provision of records and information which are reasonably relevant to any such audit or litigation, (B) directing any holder, professional firm, accountant, or other Person in possession of any records, materials, work papers which may be relevant to Parent in respect of any audit, litigation compliance matter, or other proceeding reason to provide Parent direct access to, and possession of, all such materials, work papers, records, memos, files, and the like, or (C) making employees officers, accountants, or other representatives reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Stockholders and Parent agree, and shall cause the Company (and any of its subsidiaries) and Shareholders agree: (A) to retain all books and records with respect to Tax tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent or ShareholdersParent, 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 (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Parent or Shareholdersthe Stockholders, as the case may be, shall, and shall cause the Company to, allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentPurchaser, the Surviving Corporation and its Subsidiaries, and the Company (including any of its subsidiaries) and Shareholders 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 7.4 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which 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. Company (The Surviving Corporation and any of its subsidiaries) and Shareholders agree: Subsidiaries agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of the Surviving Corporation and its subsidiaries) Subsidiaries 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 Parent Company Stockholder Representative or ShareholdersPurchaser, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Surviving Corporation and its Subsidiaries or the Company (including any of its subsidiaries) or ShareholdersStockholder Representative, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) Seller and Shareholders Purchaser shall cooperate fullyreasonably, as and to the extent reasonably requested by the any other such party, in connection with the filing of Tax Returns pursuant to this Section 4.3 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (and, upon the any such other party's ’s request) , the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding proceeding, and the making available of employees available on a mutually convenient basis to provide additional information and explanation of any material or information provided hereunder. Company Seller shall and prior to Closing Seller shall cause the Companies to, and after the Closing Purchaser shall cause the Companies to, (and any of its subsidiariesi) and Shareholders agree: (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified reasonably requested by Parent Seller or ShareholdersPurchaser, any extensions extension thereof) of for the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; , and (Bii) to give the each other such party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any such other party so requests, Company (including any of its subsidiaries) Seller or ShareholdersPurchaser, as the case may be, shall allow the such other party to take possession or to make copies of such books and records.. Seller and Purchaser (for themselves and on behalf of the Companies) further agree, upon request:

Cooperation on Tax Matters. (i) ParentPurchaser, the Company, and the Stockholder Representative (on behalf of the Company (including any of its subsidiariesSecurityholders) and Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 7.4 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 party's ’s request) the provision of records and information 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 Company (and any of its subsidiaries) and Shareholders agree: the Company Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) relating to any taxable Tax period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or ShareholdersPurchaser, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority; Taxing Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company (including any of its subsidiaries) or Shareholders, as the case may be, Stockholders shall allow 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.

Cooperation on Tax Matters. (ia) Parent, Public Company (including any of and its subsidiaries) Subsidiaries and Shareholders Merger Partner and its Subsidiaries 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 ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Public Company (and any of its subsidiaries) Subsidiaries and Shareholders agree: Merger Partner and its Subsidiaries agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of Merger Partner and its subsidiaries) Subsidiaries relating to any taxable Tax period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Public Company or ShareholdersMerger Partner or their respective Subsidiaries, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority; Governmental Entity, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company (including any of and its subsidiaries) Subsidiaries, and Shareholders the Stockholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) Subsidiaries, the Stockholder, and Shareholders agree: the Purchaser agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiaries 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 Parent the Purchaser or Shareholdersthe Stockholder, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company (including any of and its subsidiaries) Subsidiaries or Shareholdersthe Stockholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Company, Company (including any of its subsidiaries) each Subsidiary, the Shareholder and Shareholders the 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 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 Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company The Shareholder agrees (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including and any of its subsidiaries) Subsidiary relating to any taxable period beginning before the IPO Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by Parent or Shareholdersthe Purchaser, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority; Governmental Entity (if any), and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Purchaser so requestsrequests within sixty (60) days before the expiration of the applicable statute of limitations, Company (including any of its subsidiaries) or Shareholders, as the case may be, Shareholder shall allow the other party Purchaser to take possession of such books and records before the Shareholder transferring or discarding any such books and records. The Purchaser and the Shareholder agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that may be imposed (including with respect to the transactions contemplated hereby).

Cooperation on Tax Matters. (ia) ParentThe Buyer, Company (including any of its subsidiaries) the Company, the Subsidiary and Shareholders the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this 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 request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Subsidiary and the Sellers agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) and the Subsidiary 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 Parent Buyer or ShareholdersSellers, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company (including any of its subsidiaries) and the Subsidiary or ShareholdersSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, the Company (including any of and its subsidiaries) Subsidiaries and 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 3.9 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 which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) and Shareholders agree: Subsidiaries agree (A) to retain all books and records with respect to Tax matters pertinent to The Company (including any of and its subsidiaries) Subsidiaries 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 Parent Buyer or Shareholders, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, The Company (including any of and its subsidiaries) Subsidiaries or Shareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, Company (including any of its subsidiaries) the Company, and Shareholders the Seller Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 5.11 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and the making available of employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer, the Company and the Seller Representative agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all financial books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent Buyer or Shareholdersthe Seller 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 the other party reasonable written notice prior to transferring, destroying or discarding any such financial books and records and, if the other party so requests, the Company (including any of its subsidiaries) or Shareholdersthe Seller Representative, as the case may be, 80 shall allow the other party to take possession of such financial books and records. For the avoidance of doubt, the Company and the Seller Representative shall take or cause to be taken any commercially reasonable actions requested by Buyer to lawfully reduce Taxes imposed by the People’s Republic of China (including pursuant to Circular 698) that could arise as a result of the transactions contemplated by this Agreement.

Cooperation on Tax Matters. (id) ParentBuyer, Company (including any of its subsidiaries) Sellers and Shareholders the Subject Companies 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 Article 8 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company Buyer, Sellers, and the Subject Companies agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to a Subject Company (including any of its subsidiaries) 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 Parent or Shareholdersany party hereto, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other another party so requests, Company (including any of its subsidiaries) Buyer, a Seller, or Shareholdersa Subject Company, as the case may be, shall allow the other requesting party to take possession of such books and records.

Cooperation on Tax Matters. (iA) ParentBuyer, Company (including any of and its subsidiaries) Subsidiaries, and Shareholders 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 §6(e)(iv) 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 reasonable request) the provision of records and information which that are reasonably relevant to any such audit, audit litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company and its Subsidiaries and Seller agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of and its subsidiaries) Subsidiaries relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations imitations (and, to the extent notified by Parent Buyer or ShareholdersSeller, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of and its subsidiaries) Subsidiaries or ShareholdersSeller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentAcquiror, the Companies and the Company (including any of its subsidiaries) Subsidiaries and Shareholders Stockholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Companies and the Company (Subsidiaries and any of its subsidiaries) and Shareholders agree: Stockholder agree (A) to retain all books and records with respect to Tax matters pertinent to the Companies and the Company (including any of its subsidiaries) Subsidiaries 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 Parent Acquiror or ShareholdersStockholder, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Companies and the Company (including any of its subsidiaries) Subsidiaries or ShareholdersStockholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentiGo, Company (including any of its subsidiaries) Surviving Corporation, ARI and the ARI 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (iGo and any of its subsidiaries) and Shareholders agree: Surviving Corporation agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) ARI 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 Parent iGo or ShareholdersARI, 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 provide the other party ARI Shareholders reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party ARI Shareholders so requestsrequest, Company (including any of its subsidiaries) or ShareholdersiGo and Surviving Corporation, as the case may be, shall allow the other party ARI Shareholders to take possession make an inspection of such books and recordsrecords at a time agreeable to iGo.

Cooperation on Tax Matters. (i) ParentThe Buyer, Company (including any of its subsidiaries) the Companies, and Shareholders the Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.5 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Companies and any of its subsidiaries) and Shareholders agree: the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies relating to any taxable period beginning before the IPO Closing Date until one-hundred eighty (180) days after the expiration of the applicable statute of limitations (and, to the extent notified by Parent the Buyer or Shareholdersthe Seller, 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 (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of its subsidiaries) the Companies or Shareholdersthe Seller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Purchaser, Company (including any of its subsidiaries) the Company, the Parent and Shareholders the 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 Legal Proceeding with respect to TaxesTaxes of the Company Group. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Legal Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Purchaser, the Company, the Parent and any of its subsidiaries) and Shareholders agree: (A) the Seller agrees to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) Group 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 Parent the Purchaser or Shareholdersthe Seller, any extensions thereof) of for the respective taxable periods, and to abide by all record retention agreements entered into obligations imposed by any Governmental Entity with any taxing authority; respect to such records, and (B) to give the other party Parties hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party another Party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, shall allow the other party such Party to take possession of or make copies of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, the Company (including any of its subsidiaries) and Shareholders the 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 11 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such 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 Company and the Stockholders agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent Buyer or Shareholdersthe Stockholders, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, requests the Company (including any of its subsidiaries) or Shareholdersthe Stockholders, as the case may be, shall allow the other party to take possession of such books and recordsrecords prior to such transfer, destruction or discarding.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company (including any of its subsidiaries) and Shareholders the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 6.2 and this 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 which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) and Shareholders agree: the Sellers agree (A) to retain all books and records with respect to Tax matters Matters pertinent to the Company (including any of its subsidiaries) 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 Parent the Purchaser or Shareholdersthe Sellers, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company (including any of its subsidiaries) or Shareholdersthe Sellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) The Buyer and Shareholders the 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 8 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Buyer and any of its subsidiaries) and Shareholders agree: the Seller Entities agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent the Buyer or Shareholdersthe Seller Entities, 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 (B) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party another Party so requests, Company (including any of its subsidiaries) the Buyer or Shareholdersthe Seller Entities, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentPurchaser, the Company (including any of its subsidiaries) and Shareholders the Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyany of them, 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 requesting Party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees (including in the case of the Seller’s, employees of Server Central) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Purchaser, the Company and the Sellers agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent Purchaser or Shareholderseither Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; authority and (Bii) to give the other party of such Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party another of such Parties so requests, the Company (including any of its subsidiaries) or Shareholdersthe Sellers, as the case may be, shall allow the other party such Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentPurchaser, Company (including any of its subsidiaries) the Purchaser -------------------------- Affiliates, the Acquired Subsidiaries and Shareholders Seller and the Seller Affiliates 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 Section, or any amended return, claim for refund, determining a liability for Taxes or a right to refund of Taxes, or any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such return, analysis, 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. Company (The Acquired Subsidiaries and any of its subsidiaries) Seller and Shareholders agree: the Seller Affiliates agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Acquired Subsidiaries 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 Parent Purchaser or ShareholdersSeller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Acquired Subsidiaries or ShareholdersSeller and the Seller Affiliates, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) The Buyer and Shareholders the 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 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 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. Company (The Buyer and any of its subsidiaries) and Shareholders agree: the Seller Entities agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies 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 Parent the Buyer or Shareholdersthe Seller Entities, 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 (B) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party another Party so requests, Company (including any of its subsidiaries) the Buyer or Shareholdersthe Seller Entities, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company (including any of its subsidiaries) and Shareholders the Company Subsidiaries, and Spray Ventures 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 partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) the Company Subsidiaries and Shareholders agree: Spray Ventures agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) and the Company Subsidiaries 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 Parent the Purchaser or ShareholdersSpray Ventures, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, the Company (including any of its subsidiaries) and the Company Subsidiaries or ShareholdersSpray Ventures, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) The Buyer and Shareholders the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this 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 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. Company (The Buyer and any of the Sellers agree, or shall cause the Target and its subsidiaries) and Shareholders agree: Subsidiaries, (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of the Target and its subsidiaries) Subsidiaries 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 Parent Buyer or ShareholdersSellers, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of the Target and its subsidiaries) Subsidiaries or ShareholdersSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, the Company, the Company (including any of its subsidiaries) Subsidiaries and Shareholders BGB 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 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 party's ’s request) the provision of records and information 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 Company (and any of its subsidiaries) the Company Subsidiaries and Shareholders agree: BGB agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) and the Company Subsidiaries 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 Parent or ShareholdersBGB, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party so requests, the Company (including any of its subsidiaries) and the Company Subsidiaries or ShareholdersBGB, as the case may be, shall allow the other party to take possession of such books Books and recordsRecords.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) Buyer and Shareholders shall the Stockholders will cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall will include the retention and (upon the other party's ’s request) the provision of records and information which 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 hereunderunder this Agreement. Company (Buyer will cause the Companies, and any of its subsidiaries) and Shareholders agreethe Stockholders will: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies 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 Parent Buyer or Shareholdersthe Stockholders, any extensions thereofextensions) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; and (Bii) to give the other party reasonable written notice prior to before transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Buyer or Shareholdersthe Stockholders, as the case may be, shall will allow the other party to take possession of such books and records. Buyer and the Stockholders will, upon request, use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Agency or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated by this Agreement).

Cooperation on Tax Matters. (i1) ParentBuyer, Company (including any Holdings and each of its subsidiaries) the Subsidiaries and Shareholders 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 SECTION 5.5 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which 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. Company (Holdings and any each of its subsidiaries) the Subsidiaries and Shareholders agree: Owners agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any Holdings and each of its subsidiaries) the Subsidiaries 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 Parent the Buyer or ShareholdersOwners, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing Tax authority; , and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any Holdings and each of its subsidiaries) the Subsidiaries or ShareholdersOwners, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Buyer and the Seller shall, Company (including any of its subsidiaries) and Shareholders the Buyer shall cause SkateNation to, 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 partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company The Seller agrees, and the Buyer agrees to cause SkateNation (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of SkateNation and its subsidiaries) Subsidiaries relating to any taxable period beginning before the IPO Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or Shareholdersthe Seller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Buyer or Shareholdersthe Seller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentBuyer, Company (including any each of its subsidiaries) the Companies and Shareholders 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 X and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (Each of the Companies and any of its subsidiaries) and Shareholders agree: the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies 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 Parent Buyer or ShareholdersSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Companies or ShareholdersSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, Company (including any of AHS and its subsidiaries) Subsidiaries, Seller and Shareholders Access Plans 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 §9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which 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. Company (AHS and any of its subsidiaries) Subsidiaries, Seller and Shareholders agree: Access Plans agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of AHS and its subsidiaries) Subsidiaries 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 Parent Buyer or ShareholdersSeller or Access Plans, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of AHS and its subsidiaries) Subsidiaries or ShareholdersSeller and Access Plans, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) and Shareholders The parties hereto 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 12.1(c) above and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Acquired Companies and any of its subsidiaries) and Shareholders agree: Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Acquired Companies relating to any taxable Taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or ShareholdersSellers, 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 the other party reasonable written notice prior to transferring, destroying destroying, or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Acquired Companies or ShareholdersSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentSafeguard, Company (including any of its subsidiaries) the Company, the Subsidiary and Shareholders the Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 7.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (Safeguard, the Company, the Subsidiary and any of its subsidiaries) and Shareholders agree: the Stockholder Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) and the Subsidiary 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 Parent Safeguard or Shareholdersthe Stockholder 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Safeguard, the Company, the Subsidiary or Shareholdersthe Stockholder Representative, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentAon and each of the Subs, Company (including any of its subsidiaries) the Xxxx Family Members and Shareholders Companies shall cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the any other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (Aon and any of its subsidiaries) and Shareholders agree: the Xxxx Family Members agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies relating to any taxable Taxable period beginning before the IPO Closing Date Effective Time until the expiration of the statute of limitations (and, to the extent notified by Parent Aon or Shareholdersthe Xxxx Family Members, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Aon or Shareholdersthe Xxxx Family Members, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) Buyer and Shareholders 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 pursuant to this Section Return and any auditTax Proceeding, litigation or other proceeding to the extent that Seller may have any liability hereunder with respect to such Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding or any tax planning and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (and hereunder or otherwise provide services to Buyer, Seller or any of their affiliates relating to the preparation of any Tax Returns. Each of Buyer and Seller further agrees upon request of the other to use its subsidiaries) and Shareholders agree: 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 (Aincluding any Transfer Taxes). Seller agrees (i) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) 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 Parent or Shareholders, any extensions thereof) of the respective taxable periodsTarget Companies in Seller’s possession, and to abide by all record retention agreements entered into with any taxing authority; Governmental Authority having or purporting to have jurisdiction with respect to any Tax and (Bii) to give the other party Buyer reasonable written Written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, Seller shall allow the other party Buyer to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) the Surviving Entity and Shareholders the Representative shall cooperate fully, as and to the extent reasonably requested by the other partya Party, in connection with the filing of Tax Returns pursuant to this Section 6.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's a Party’s request) the prompt provision of records and information which that are reasonably relevant to any such filing of Tax Returns, 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. Company The Surviving Entity, the Representative and General Partner agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records in their possession with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Group Companies relating to any taxable Tax period beginning on or before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent Parent, the Representative or ShareholdersSellers, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority; Tax Authority, and (Bii) to give the any other party reasonable Party at least thirty (30) days written notice prior to transferring, destroying or discarding any such books and records and, if the other party a Party so requests, Company (including any of its subsidiaries) the Surviving Entity, the Representative or Shareholders, the General Partner as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) Buyer and Shareholders Seller shall cooperate fully, as and to the extent reasonably requested by the other partyany party hereto, in connection with the preparation and filing of Tax Returns pursuant to this Section 8.08 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax Return preparation, 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. Company (Buyer and any of its subsidiaries) and Shareholders Seller agree: (A) to retain all books and records with respect to Tax matters pertinent to a Company (including any of its subsidiaries) 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 Parent Buyer, Seller or Shareholdersa Company, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Buyer, Seller or Shareholdersa Company, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyers, Company (including any of Partnership and its subsidiaries) Subsidiaries, and Shareholders 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 6.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which 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. Company (Partnership and any of its subsidiaries) Subsidiaries and Shareholders agree: Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of Partnership and its subsidiaries) Subsidiaries relating to any taxable period beginning before the IPO Closing Date until the later of (x) expiration of the statute of limitations (and, to the extent notified by Parent Buyers or ShareholdersSellers, any extensions thereof) of the respective taxable periods, or (y) eight years following the due date (without extension) of the Tax Returns for any such period and to abide by all record retention agreements entered into with any taxing authority; Taxing Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, shall allow the other party to take possession of such books and recordsbooks.

Cooperation on Tax Matters. (i) ParentBuyer, Company (including any of its subsidiaries) Sellers and Shareholders their respective subsidiaries 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 6.3 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available without charge on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company Sellers, the Acquired Companies and Buyers agree (and any of its subsidiaries) and Shareholders agree: (Ax) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Acquired Companies 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 Parent Buyer or ShareholdersSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; Governmental Authority, and (By) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Acquired Companies or ShareholdersSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, Company (including any of the Target and its subsidiaries) Subsidiaries and Shareholders 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Buyer and any of its subsidiaries) and Shareholders agree: Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of the Target and its subsidiaries) Subsidiaries 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 Parent Buyer or ShareholdersSellers, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Buyer or ShareholdersSellers, as the case may be, shall allow the other party to take possession of such books and records. Final S corporation tax returns for Sellers shall be prepared by a CPA firm as selected by Sellers. Buyer and Seller shall have the opportunity to review such returns before filing.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company (including any of its subsidiaries) and Shareholders the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this 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 which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) and Shareholders agree: the Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to the Company (including any of its subsidiaries) 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 Parent the Purchaser or Shareholdersthe Sellers, 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 the other party reasonable written notice prior to transferringtransferring , destroying or discarding any such books and records and, if the other party so requests, the Company (including any of its subsidiaries) or Shareholdersthe Sellers, as the case may be, shall allow the other party to take possession of such books and records.. (ii) The Purchaser and the Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (e)

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company (including any of its subsidiaries) and Shareholders the 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 9 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 which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) and Shareholders agree: the Seller Entities agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent the Buyer or Shareholdersthe Seller Entities, 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 (B) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party another Party so requests, the Company (including any of its subsidiaries) or Shareholdersthe Seller Entities, as the case may be, shall allow the other party such Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) The Buyer and Shareholders the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this 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 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. Company (The Buyer and any of its subsidiaries) the Sellers agree, or shall cause the Target and Shareholders agree: the Subsidiary, (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Target and the Subsidiary 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 Parent Buyer or ShareholdersSellers, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Target and the Subsidiary or ShareholdersSellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Buyer, the Company, the Subsidiary and the Company Stockholders (including any of its subsidiariesat no expense to the Company Stockholders) and Shareholders 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's parties' request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Company Stockholders agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) and the Subsidiary 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 Parent the Buyer or Shareholdersthe Company Stockholders, 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 the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party parties so requestsrequest, the Company, the Subsidiary or the Company (including any of its subsidiaries) or ShareholdersStockholders, as the case may be, shall allow the other party parties to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, Company (including any of its subsidiaries) Pentec, PCM and Shareholders the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (Pentec, PCM and any of its subsidiaries) and Shareholders agree: the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Pentec and PCM 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 Parent the Purchaser or Shareholdersthe Seller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Pentec, PCM or Shareholdersthe Seller, as the case may be, shall allow the other party to take possession of such books and records.

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

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) and Shareholders Each party 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 examination, litigation, or other proceeding with respect to TaxesTaxes relating to the Business (a "Tax Proceeding"). Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Tax Proceeding and making the availability of employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (and any of its subsidiaries) and Shareholders agree: The parties agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Business relating to any taxable period beginning before the IPO Applicable Closing Date until the expiration of the statute of limitations or, in the case of Canadian Seller, the expiration of any period during which a recognized document assessing liability for Tax may be issued by a Governmental Entity (and, to the extent notified by Parent or Shareholdersa party, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, first party shall allow the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded. Each party shall bear its respective costs and expenses in connection with any Tax Proceeding. Any information obtained under this Section 6.1.2 or under any other Section hereof providing for the sharing of information or the review of any Tax Return or other schedule relating to Taxes shall be subject to Section 8.9.

Cooperation on Tax Matters. (ia) ParentThe Purchasers, Company (including any of its subsidiaries) the Subject Companies and Shareholders 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 9.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which 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. Company (Purchasers and any of its subsidiaries) and Shareholders agreeSellers each shall cause the Subject Companies: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Subject Companies and their subsidiaries relating to any taxable period beginning before the IPO Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Parent Purchaser or ShareholdersSellers, 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 the other party Purchasers and Sellers reasonable written notice prior to transferring, destroying or discarding any such books and records and, if to the other party so requests, Company (including any of its subsidiaries) extent requested by Purchasers or ShareholdersSellers, as the case may be, shall to allow the other any such requesting party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentSubject to Section 6.4(a), Company (including any of its subsidiaries) Buyer and Shareholders Seller shall cooperate fully, as and to the extent reasonably requested by the other partyany party hereto, in connection with (i) the filing of Tax Returns pursuant to this Section 6.4, (ii) any other Tax Returns required to be filed in connection with the Contemplated Transactions, and (iii) any audit, litigation or other proceeding with respect to TaxesTax Contests. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation Tax Return or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (Buyer and any of its subsidiaries) and Shareholders agree: Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) Newspaper Sub, any Transferred Asset or the Business 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 Parent Buyer or ShareholdersSeller, 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 (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Buyer or ShareholdersSeller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentSellers, Company (including any of its subsidiaries) the Companies and Shareholders Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.10 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include signing any Tax Return, amended Tax Returns, claims or other documents necessary to settle any Tax controversy, the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (and any of its subsidiaries) and Shareholders agree: (A) Sellers agree to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies 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 Parent or ShareholdersBuyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; authority and (B) to give the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, Buyer shall allow the other party Sellers to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Buyer and the Seller shall, and the Seller shall cause the Company (including any of its subsidiaries) and Shareholders shall to, 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 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. Company The Seller agrees (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) relating to any taxable period beginning before the IPO Closing Date (except those books and records in the custody of the Company) until the expiration of the statute of limitations (and, to the extent notified by Parent or ShareholdersBuyer, 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 the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so Buyer requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, Seller shall allow the other party Buyer to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Buyer, Company (including any of its subsidiaries) XxXxx and Shareholders the 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company XxXxx and the Seller agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) XxXxx 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 Parent the Buyer or Shareholdersthe Seller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) XxXxx or Shareholdersthe Seller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentPurchaser, the Company (including any of its subsidiaries) and 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 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 party's request) the provision of records and information 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. Purchaser, the Company (and any of its subsidiaries) and Shareholders agree: agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent Purchaser or Shareholders, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party so requests, Purchaser, the Company (including any of its subsidiaries) or Shareholders, as the case may be, shall allow the other party to take possession of such books Books and recordsRecords.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) ), Shareholder and Shareholders Rayden 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 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. Company (and any of its subsidiaries) ), Shareholder and Shareholders Rayden agree: (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) 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 Parent or ShareholdersShareholder or Rayden, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or ShareholdersShareholder and Rayden, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, the Company (including any of its subsidiaries) and Shareholders the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such The cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such the audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) and Shareholders agree: the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiaries 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 Parent the Buyer or Shareholdersthe Seller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such the books and records and, if the other party so requests, the Company (including any of its subsidiaries) or Shareholdersthe Seller, as the case may be, shall allow the other party to take possession of such the books and records.

Cooperation on Tax Matters. (i) ParentThe Buyer, Company (including any of its subsidiaries) the Target and Shareholders the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 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 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. Company (The Buyer, Target and any of its subsidiaries) and Shareholders agree: the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Target 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 Parent the Buyer or Shareholdersthe Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Target, Buyer or Shareholdersthe Seller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, The Surviving Company (including any of its subsidiaries) and Shareholders the Sellers’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 4.10 and any audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Sellers’ Representative and the Surviving Company agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) Del Monte 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 Parent the Surviving Company or Shareholdersthe Sellers’ 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Surviving Company so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, Sellers’ Representative shall allow the other party Surviving Company to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, Company (including any of its subsidiaries) the Companies and Shareholders the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Section 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 request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Companies and any of its subsidiaries) and Shareholders agree: the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies 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 Parent the Purchaser or Shareholdersthe Seller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Companies or Shareholdersthe Seller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, Company (including any of its subsidiaries) the Target and Shareholders 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 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Buyer and any of its subsidiaries) and Shareholders agree: Sellers' Agent agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Target 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 Parent Buyer or ShareholdersSellers' 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 the other party 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 the other party so requests, Company (including any of its subsidiaries) the Buyer or Shareholdersthe Sellers' Agent, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) The Parent, the Surviving Company (including any of its subsidiaries) and Shareholders their Subsidiaries and the 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 10.03 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and the making available of employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parent and the Representative agree, and the Parent agrees it will cause the Surviving Company and its Subsidiaries, (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all financial books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) relating to any taxable period beginning before the IPO Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by the Parent or Shareholdersthe 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such financial books and records and, if the other party Party so requests, the Surviving Company (including any of or its subsidiaries) Subsidiaries or Shareholdersthe Representative, as the case may be, shall allow the other party Party to take possession of such financial books and records.

Cooperation on Tax Matters. (i) ParentPurchaser, Company (including any of and its subsidiaries) Subsidiaries, and Shareholders 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 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 Party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (and any of its subsidiaries) Subsidiaries and Shareholders agree: Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of and its subsidiaries) Subsidiaries 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 Parent Purchaser or ShareholdersSellers, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of and its subsidiaries) Subsidiaries or ShareholdersSellers, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) Seller and Shareholders Buyer shall cooperate fullyreasonably, as and to the extent reasonably requested by the other partyeither Party, in connection with the filing of Tax Returns pursuant to contemplated in this Section Article 7 and any audit, litigation or other proceeding Proceeding (including any Tax Claim) with respect to Taxes. Such cooperation shall include the retention and (and, upon the other party's Party’s request) , the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Section 7.5. Company Seller and Buyer shall, and following the Closing, Buyer shall cause each Subsidiary to, (and any of its subsidiariesi) and Shareholders agree: (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) Seller and each Subsidiary 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 Parent Buyer or ShareholdersSeller, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, notifying Party shall allow the other party requesting Party to take possession of such books and records. The Parties further agree, upon request, to use 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 with respect to the Contemplated Transactions).

Cooperation on Tax Matters. (i) ParentICF, Company (including any of its subsidiaries) the Shareholder, and Shareholders the Founders 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 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (ICF, the Shareholder, and any of its subsidiaries) and Shareholders agree: the Founders agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) Caliber and the Acquired Subsidiaries relating to any taxable period beginning before the IPO Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by Parent ICF or Shareholdersthe Shareholder’s 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 the other party others reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) ICF, the Shareholder, or Shareholdersthe Founders, as the case may be, shall allow one of the other party others to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentSellers, the Company (including any of its subsidiaries) and Shareholders Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.11 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include signing any Tax Return, amended Tax Returns, claims or other documents reasonably necessary to settle any Tax controversy, the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Sellers, the Company (and any of its subsidiaries) and Shareholders agree: (A) Buyer agree to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent or Shareholdersany party hereto, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; authority and (B) to give each of the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) or Shareholders, as the case may be, a party shall allow the other party to take possession of such books and recordsrecords or copies thereof.

Cooperation on Tax Matters. (ia) ParentBuyer, Company (including any of its subsidiaries) the Alaska Entities, Sellers and Shareholders their respective Affiliates 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 in connection with 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 provision, of records and information which are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company The Alaska Entities, and Sellers agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain or cause to be retained all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Alaska Entities 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 Parent Buyer or ShareholdersCNI, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any Buyer, the Alaska Entities, Sellers or an Affiliate of its subsidiaries) or ShareholdersCNI, as the case may be, shall reasonably allow the other party to take possession of such books and recordsrecords in such circumstances at such other party's expense.

Cooperation on Tax Matters. (ia) Parent, the Company (including any of its subsidiaries) and Shareholders Xxxxx 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 10 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information (including those records and information relating to any of the Company’s predecessors and subsidiaries) 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. Parent and the Company (and any of its subsidiaries) and Shareholders agree: agree (A) to retain all books and records (including those of any predecessor or subsidiary of the Company) with respect to Tax matters pertinent to the Company (including any of its subsidiaries) relating to any taxable Tax period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent or Shareholdersto Xxxxx, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records (including those of any predecessor or subsidiary of the Company) and, if the other party so requests, the Company (including any of its subsidiaries) or ShareholdersXxxxx, as the case may be, shall allow the other party to take possession of such books and recordsrecords (including those of any predecessor or subsidiary of the Company).

Cooperation on Tax Matters. (iA) Parent, Company (including any of its subsidiaries) Buyer and Shareholders Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant related to this Section the Business and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such audit, audit litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company Buyer and Seller agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Business relating to any taxable period beginning before the IPO Closing Date and, in respect of the Mexico Deferred Business and the India Deferred Business, before the Mexico Deferred Closing and the India Deferred Closing, respectively, until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or ShareholdersSeller, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of its subsidiaries) the Buyer or ShareholdersSeller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentThe Purchaser, the Company (including any of and its subsidiaries) Subsidiaries and Shareholders the 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 §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 Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) Subsidiaries and Shareholders agree: the Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiaries 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 Parent or Shareholdersnotified, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, and at such Party’s sole cost and expense, the Company (including any of and its subsidiaries) Subsidiaries or Shareholdersthe Seller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (ia) ParentThe Buyer, the Company (including any of its subsidiaries) and Shareholders the Seller shall cooperate fully, as and to the extent reasonably requested by the any other partyParty, in connection with the filing of Tax Returns pursuant to this Section Article 11 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the any other partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company and the Seller agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax matters pertinent to the Company (including any of its subsidiaries) 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 Parent the Buyer, the Company or Shareholdersthe Seller, 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 the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Buyer so requests, the Company (including any of its subsidiaries) or Shareholdersthe Seller, as the case may be, shall allow the other party Buyer to take possession of such books and records.

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

Cooperation on Tax Matters. (i) ParentBuyer, the Company (including any of its subsidiaries) and their Subsidiaries and 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 3.9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Company (and any of its subsidiaries) and Shareholders agree: Subsidiaries agree (A) to retain all books and records with respect to Tax matters pertinent to the Company (including any of and its subsidiaries) Subsidiaries 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 Parent Buyer or Shareholders, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, The Company (including any of and its subsidiaries) Subsidiaries or Shareholders, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentSeller and Buyer shall reasonably cooperate, Company (including any of its subsidiaries) and Shareholders shall cooperate fullycause their respective Affiliates, as officers, employees, agents, auditors and other Representatives to the extent reasonably requested by the other partycooperate, in connection with the preparing and filing of all Tax Returns pursuant to this Section Returns, and any audit, litigation or other proceeding in resolving all disputes and audits with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding Proceeding and making employees available on a mutually convenient basis (at the requesting Party’s cost) to provide additional information and explanation of any material provided hereunderthereunder. Company Seller and Buyer agree (and any of its subsidiaries) and Shareholders agree: (Aa) to retain all of their respective books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) Seller relating to any taxable period beginning before the IPO Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by Parent Buyer or ShareholdersSeller, as the case may be, any extensions extension thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority; Governmental Authority, and (Bb) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of its subsidiaries) Buyer or ShareholdersSeller, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBuyer, Company (including any of its subsidiaries) the Companies and Shareholders the Sole Stockholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 6.12 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Companies and any of its subsidiaries) and Shareholders agree: the Sole Stockholder agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies 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 Parent Buyer or Shareholdersthe Sole Stockholder, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Companies or Shareholdersthe Sole Stockholder, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) Parent, Company (including any of its subsidiaries) Buyer and Shareholders 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 4.1 hereof (it being understood that the expense of such cooperation shall be borne by Seller) and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide providing additional information and explanation of any material provided hereunder. Company Buyer and Seller agree (and any of its subsidiaries) and Shareholders agree: (Ai) to retain all books and records with respect to Tax tax matters pertinent to the Company (including any of its subsidiaries) relating to any taxable period beginning before the IPO Closing Date date hereof until the expiration of the statute of limitations (and, to the extent notified by Parent the Buyer or Shareholdersthe Seller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) the Buy or Shareholdersthe Seller, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) The Selling Parties and Shareholders the Oaktree Parties shall cooperate fully, as and to the extent reasonably requested by the other partyany party hereto, 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 any other party's requestrequest of any party hereto) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Selling Parties and any of its subsidiaries) and Shareholders agree: the Acquired Companies agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Acquired Companies relating to any taxable period beginning before the IPO Pre-Closing Date Tax Period or any Straddle Period until the expiration of the statute of limitations (and, to the extent notified by Parent any Selling Party or Shareholdersany Oaktree Party, any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing authority; Tax Authority, and (B) to give the each other party hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any other party hereto so requests, Company (including any of its subsidiaries) the Acquired Companies or Shareholdersthe Selling Parties, as the case may be, shall allow the such other party hereto to take possession of such books and records.

Cooperation on Tax Matters. (i) Parent, Company (including any of its subsidiaries) and Shareholders The Parties 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 10.2 and any audit, ------------ litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company (The Companies and any of its subsidiaries) and Shareholders agree: the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Company (including any of its subsidiaries) the Companies and their Subsidiaries 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 Parent the Purchasers or Shareholdersany of the Sellers, 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 the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Company (including any of its subsidiaries) the Companies or Shareholdersthe Sellers, as the case may be, shall allow the other party Party to take possession of such books and records.

Cooperation on Tax Matters. (i) ParentBostonFed, Company (including any of its subsidiaries) Diversified and Shareholders Ellsmere and their Subsidiaries and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Company Diversified and Ellsmere and Seller agrees (and any of its subsidiaries) and Shareholders agree: (Aa) to retain all books and records with respect to Tax tax matters pertinent to Company (including any of its subsidiaries) Diversified and Ellsmere 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 Parent BostonFed or ShareholdersSeller, 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 the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Company (including any of its subsidiaries) Diversified and Ellsmere or ShareholdersSeller, as the case may be, shall allow the other party to take possession of such books and records.