Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Seller shall cause the Company to (i) prepare and file any Tax Returns, including any combined, unitary and consolidated income tax returns, with respect to the Company which pursuant to applicable law must be filed prior to the Closing Date, and to prepare and file any Tax Returns with respect to periods ending on or before the Closing Date that are required to be filed after the Closing Date, and the Vendors will cooperateSeller shall pay or cause to be paid all Taxes payable in connection therewith; (ii) change any elections or take other discretionary positions with respect to Taxes affecting only the Company only upon prior consultation with and consent of the Buyer; and (iv) not amend any previously-filed Tax Return. (b) The Buyer shall prepare or cause to be prepared and file or cause to be filed any and all Tax Returns for the Company for all periods beginning before the Closing Date and ending after the Closing Date. The Buyer shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall consider such revisions to such Tax Returns as are reasonably requested by the Seller. (c) The Buyer, the Company and the Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 filed after the Closing Date and any Proceeding related theretoaudit, litigation, or other proceeding with respect to Tax Returns. Such cooperation will shall include the retention and (upon the other Party’s 's request) the provision of records and information that which are reasonably relevant to any such Proceeding audit, 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. The Purchaser will cause Company and the Seller agree (i) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and (ii) the expiration of the to abide by all record retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties heretoagreements entered into with any taxing authority, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) to give the Purchaser will not settle other party reasonable written notice prior to transferring, destroying, or otherwise resolve discarding any Tax Audit (such books and will not allow any Group Company to settle or otherwise resolve any Tax Audit)records and, if such settlement or the other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubtparty so requests, the Purchaser’s control Company or the Seller, as the case may be, shall allow the other party to take possession of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreementbooks and records. (d) Notwithstanding Section 10.2(c)The Buyer and the Seller further agree, the Vendorsupon request, at the Vendors’ sole cost and expenseto 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, will have the right to control reduce, or eliminate any Tax Audit solely that could be imposed (including, but not limited to, with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereoftransactions contemplated hereby); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser 9.3.1 Buyer, the Company and the Vendors will cooperateSeller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoTax proceeding. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Company and Seller, agree (A) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (iiB) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or Seller, as the case may be, shall allow the other party to take possession of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (such books and records. 9.3.2 Buyer shall provide Seller with notice of any written inquiries, audits, examinations or otherwise pursuant to this Agreement) shall be kept confidential proposed adjustments by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, Internal Revenue Service or any of the Group Companies or the Purchaserother Taxing Authority, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect relate to any Pre-Closing Tax Period; provided, that: Periods within thirty (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (1530) days of receipt of such notice. Seller shall have the sole right to represent the interests of the Company in any Tax audit or creditother Proceeding relating to any Pre-Closing Tax Periods, together to employ counsel of its choice at its own expense, and to settle any issues and to take any other actions in connection with any interest received or credited in respect thereof)such Proceedings relating to such taxable periods; (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding provided, however, that Seller shall use reasonable efforts to inform Buyer of the status of any such Tax Audit Proceedings, shall provide Buyer (at Buyer’s cost and the Purchaser will be provided expense) with copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Auditpleadings, correspondence, and the Purchaserother documents as Buyer may reasonably request, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide shall consult with Buyer prior to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect settlement of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; Proceedings and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without shall obtain the prior written consent of Buyer prior to the Purchasersettlement of any such Proceedings that would affect Buyer in any taxable period ending after the Effective Date, which consent will shall not be unreasonably withheld withheld; provided further, however, that Buyer and counsel of its own choosing shall have the right to participate in, but not direct, the prosecution or delayeddefense of such Proceedings at Buyer’s sole expense. Buyer shall have the right to control all other Tax audits or Proceedings of the Company; provided, however, that Buyer shall not settle any such Proceedings without the consent of Seller, which consent shall not be unreasonably withheld, if Seller would incur any additional Taxes for (i) Pre-Closing Tax Periods or (ii) the portion of the Straddle Tax Period ending on the Effective Date. Buyer and the Company shall execute and deliver to Seller such powers of attorney and other documents as may be necessary or appropriate to give effect to the foregoing. 9.3.3 Buyer, Seller and the Company agree, upon request, to use commercially reasonable efforts to obtain any ruling, 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, but not limited to, with respect to the transactions contemplated hereby). 9.3.4 Seller and the Company agree to retain all documents and other records for the appropriate period of time as set forth in Treasury Regulation Section 1.6011-4(g) which relate to any Reportable Transaction in which the Company has participated.

Cooperation on Tax Matters. (a) The Purchaser Purchaser, Sellers and the Vendors Company Group will cooperatecooperate fully, as and to the extent reasonably requested by one of the other Partyparties, in connection with the preparation and filing and preparation of any Tax Returns pursuant to this Article 10 and any Proceeding related theretoaction with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s parties’ request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Lawaction. Any information obtained pursuant to this Section 10.2(a) (Article IX or otherwise pursuant to this Agreement) any other Section hereof providing for the sharing of information or review of any Tax Return or other schedule relating to Taxes with respect to the Acquired Entities shall be kept confidential by the Parties heretoparties hereto and their respective legal and tax advisors. Section 9.02 Section 338(g) Elections. With respect to the transactions contemplated by this Agreement, except Purchaser shall file a timely election under Section 338(g) of the Code with respect to each entity within the Company Group taxable as necessary to be disclosed in a corporation for U.S. federal income tax purposes at the time of Closing other than NFE Freeze UK Ltd (“Section 338(g) Elections”). In connection with such Tax Return Proceeding, or as required any Section 338(g) Elections made by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other handPurchaser shall prepare, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect cause to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicablebe prepared, and file, or cause to be filed, all Tax Returns, notices and other filings required to be filed in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations accordance with applicable Law, as reasonably determined by Purchaser in respect of any Taxes provided hereunder except good faith, including, to the extent that such failure materially prejudices applicable, timely compliance with the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Auditnotice requirement mentioned in U.S. Treas. Reg. 1.338-2(e)(4); provided, that: however, Sellers shall prepare a draft IRS Form 8883 (ior successor form) and provide such draft IRS Form 8883 to Purchaser no later than thirty (30) days prior to the Vendorsdue date of such IRS Form 8883 (taking into account all valid extensions) for Purchaser’s review and comment, at and Sellers shall consider Purchaser’s reasonable comments in good faith and the Vendors’ sole cost draft IRS Form 8883 with such reasonable Purchaser comments incorporated shall become the “Final IRS Form 8883.” Each party shall be bound by the allocations set forth on a Final IRS Form 8883 for all purposes and expense, will have the right to participate in shall not take any position inconsistent with such allocations on any Tax Audit which relates Return, any Proceeding before a Governmental Authority or otherwise unless required to Taxes for which do so by a final determination as defined in Section 1313 of the Vendors Code (or similar provision of U.S. state or local or non-U.S. Law) or with the consent of the other party. The Total Unadjusted Consideration allocation set forth on a Final IRS Form 8883 shall be appropriately adjusted if and when any of them) may be liable adjustments to the Total Unadjusted Consideration are made pursuant to Article 9; this Agreement. In the event the allocations set forth on a Final IRS Form 8883 are disputed by any Governmental Authority and (ii) Purchaser receives notice of such dispute, Purchaser shall promptly notify and consult with Sellers concerning the Purchaser will not settle or otherwise resolve any Tax Audit (resolution of such dispute, keep Sellers apprised of all aspects of the dispute and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the obtain Sellers’ prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.to

Cooperation on Tax Matters. (a) The Purchaser Buyer, the Company and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and Tax refunds and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes; provided, that Sellers shall not file, or cause to be filed, the Company's Federal S corporation Tax Returns and corresponding state, local and foreign Tax Returns of the Company required to be filed for all periods prior to Closing and the period ending with the Closing (including the Federal S Corporation Tax Return and corresponding state, local and foreign Tax Returns required to be filed due to the deemed asset sale under IRC Section 338(h)(10)), without Buyer's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided further, that Sellers shall provide Buyer any of the aforementioned Tax Returns to Buyer not less than forty-five (45) days prior to the due date (including properly filed extensions) for filing such Tax Returns. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that are reasonably relevant to any such Proceeding 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 Purchaser will cause Buyer, the Company and Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning before the Closing until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or Sellers, as the case may be, shall allow the other party to take possession of such books and records. (b) Buyer and Sellers further agree, upon request, to use reasonable good faith efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby), provided that any costs and expenses incurred in connection with such effort shall be paid by the requesting party. (c) The Company, Buyer, and Sellers agree that should any Governmental Body determine, find, hold, or propose to determine, find or hold that the Company's status as an S corporation, as defined in Section 1361 of the IRC, has at any time been terminated as a result of an inadvertent invalid election or inadvertent termination, each as defined in Section 1362(f) of the IRC, then the Company, Buyer, and Sellers shall take such steps as are necessary or advisable to obtain a waiver of the effects of such a termination (a "WAIVER"), including but not limited to the filing of a ruling request with the IRS, and agreeing to such terms and conditions as the IRS may impose as a condition of granting a Waiver. Sellers shall bear all costs associated with obtaining a Waiver, including but not limited to any fee imposed by the IRS associated with the filing of a ruling request or the obtaining of a ruling. (d) Except in connection with an audit resolved pursuant to Section 11.3(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no party may amend a Tax Return filed by any party with respect to the Company or any Affiliated Entity or Subsidiary or file or amend any Tax election of the Company or any Affiliated Entity, in each case, for a taxable period beginning prior to the Closing Date, without the consent of the other parties hereto, not to be unreasonably withheld or delayed. The EDO Group shall, upon request by Sellers and at the sole expense of Sellers, cooperate in the preparation of and submission to the proper Governmental Body of any amended Tax Return that is required to cause such Tax Return to be consistent with adjustments to the Tax Returns of the Company or any Affiliated Entity for any other taxable period proposed by any Governmental Body, or to give effect to an allowable loss carryback or carryover from a taxable period of the Company or any Affiliated Entity or Subsidiary ending on or before the Closing Date. (e) Any party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, or any Affiliated Entity or Sellers with respect to the Company or any Affiliated Entity, which may give rise to liability of another party hereto, shall promptly notify Buyer and Sellers within ten (10) Business Days of the receipt of such notice. The parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such other parties (including indemnity obligations hereunder). Sellers shall have the right to represent the interest of the Company or any Affiliated Entity or Subsidiary in any Tax audit or administrative or judicial proceeding and to employ counsel of Seller's choice, but reasonably satisfactory to Buyer, at the expense of Sellers, but only to the extent such audit or other proceeding pertains solely to taxable periods ending on or before the Closing Date, with no preclusive effect after the Closing Date in respect of any position taken by the EDO Group. Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding that does not affect a potential liability of Sellers. Buyer and Sellers shall be entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing, (i) Sellers shall not agree to any settlement for any taxable period that would effect Tax liabilities of Buyer or the Company or any Affiliated Entity or Subsidiary for any taxable period beginning on or after the Closing Date without prior written consent of Buyer and (ii) neither the Company nor Buyer shall agree to any settlement for any taxable period that would effect Tax liabilities of Sellers or the Company or any Affiliated Entity or Subsidiary for any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayedSellers. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to Nothing in this Section 10.2(c) 11.3 shall not be interpreted as limiting to diminish in any right to indemnification related to such Tax Audit in accordance with fashion the terms liability of this Agreement. (d) Notwithstanding Section 10.2(c)Sellers, the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit , under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedSection 10.12.

Cooperation on Tax Matters. (ai) The Purchaser Buyer and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other any Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 for the Purchased Businesses, and any Tax Proceeding related theretoin respect of the Purchased Businesses. Such cooperation will shall include the retention and (upon the other any Party’s 's request) the provision of records and information that which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Buyer and the Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained Purchased Businesses until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of (and, to the extent notified by the other Party, any extensions thereof) for 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, such Party shall allow the other Party to take possession of such books and records. (ii) To facilitate the expiration Buyer's decision on whether to acquire assets through an election to purchase the Shares of a Subject Subsidiary under Section 2.1(b), and whether to effect a Section 338 Election in respect to one or more Subject Subsidiaries, the retention period prescribed by applicable Law. Any Sellers shall deliver to the Buyer as promptly as practicable following the execution and delivery of this Agreement any and all information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential reasonably requested by the Parties hereto, except as necessary to be disclosed Buyer in connection with such determining the expected Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any consequences of the Group Companies or transactions contemplated by this Agreement (such information to include, without limitation, information regarding the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes Tax attributes of the Group Companies (a “Tax Audit”) with respect to periods ending before Sellers including information regarding the Closing Date or Straddle Periods, adjusted tax basis of each asset owned by any Selling Subsidiary). Such information shall be provided at the party so informed will notify Sellers' expense and shall be the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Auditmost current information reasonably available; provided, that: (i) the Vendorshowever, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if that all such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit information shall be paid to the Vendors within fifteen (15) days current as of receipt or credita date no earlier than September 30, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed2002.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors will cooperate, as and to the extent reasonably requested by the other Party, Representative shall cooperate in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration preparation of the statute or period of limitations of the respective taxable periods, all Tax Returns for any Tax periods and (ii) the expiration conduct of any Tax Proceeding, for which one party could reasonably require the assistance of the retention period prescribed by applicable Lawother party in obtaining any necessary information. Any Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information obtained pursuant relevant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential the preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the Parties heretoother party as is relevant to the preparation of the Tax Returns or the conduct of the Tax Proceeding. Such cooperation and information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to the Surviving Corporation or the Company, except as necessary and providing copies of all relevant Tax Returns, together with accompanying schedules and related work papers, documents relating to be disclosed in connection with such Tax Return Proceedingrulings or other determinations by any Governmental Entity and records concerning the ownership and tax basis of property, or as required by applicable Lawwhich the requested party may possess. (b) If The Buyer shall control any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) Proceeding with respect to periods ending before the Closing Date Surviving Corporation or Straddle Periodsthe Company; provided that, with respect to any item the adjustment of which would cause any Company Stockholder to become obligated to make any payment pursuant to Section 8.2 hereof, the party so informed will Buyer shall promptly notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed Representative of such Tax AuditProceeding and shall regularly consult with the Representative regarding the status of and management of such Tax Proceeding. The failure to give such notice Buyer shall not relieve the Vendors of settle any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, issue without the prior written consent of the Vendors, Representative (which consent shall not to be unreasonably withheld, conditioned or delayed. For ); provided further, that the avoidance of doubt, Buyer shall be permitted to file Tax Returns for all periods ending on or before the Purchaser’s control of any Closing Date which were not so filed by the Company and which the Buyer's Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with advisor advises the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) Buyer are required to be paid in order to contest filed. Where such consent is withheld by the Representative, the Company Stockholders may continue or initiate any further Tax Audit under applicable Laws (Proceeding at their own expense, provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent liability of the PurchaserBuyer or its Affiliates resulting from the Tax Proceeding, which consent will after giving effect to this Agreement, shall not be unreasonably exceed the liability that would have resulted had the Representative not withheld or delayedtheir consent.

Cooperation on Tax Matters. (a) The Purchaser Notwithstanding anything to the contrary in Section 7.1 or Section 7.5, Buyer and Seller shall, and shall cause their respective Affiliates to, (i) furnish, or cause to be furnished, to each other, upon request and in a timely manner, such documents (including any duly executed powers of attorney and other documents necessary to enable the Parties to file Tax Returns, or cause Tax Returns to be filed, in the manner provided in Section 10.8), information (including access to the relevant portions of books and records) and assistance relating to the Transferred Assets, the Assumed Liabilities, the Business, the Transferred Equity Interests and the Vendors will cooperateTransferred Companies, in each case as is reasonably necessary for the filing of any Tax Return or the conduct of any Tax Contest or review by a third-party auditor, (ii) cooperate reasonably with one another in applying for and to the extent reasonably requested by the other Partyobtaining available Tax refunds, credits and offsets and (iii) keep confidential any information obtained under this Section 10.2, except as may be otherwise necessary in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include or the retention and (upon the other Party’s request) the provision conduct of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on Contest or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed review by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Lawa third-party auditor. (b) If Notwithstanding anything to the contrary in Section 7.1 or Section 7.5, each of Seller and Buyer shall, and shall cause its Affiliates to, (i) retain all of its Tax and accounting books and records (including all computerized books and records, and any such information stored on any other form of media) relevant to Taxes, for any Tax authority informs period that includes the VendorsClosing Date and for all prior Tax periods, on of the one handTransferred Companies or related to the Transferred Assets, the Assumed Liabilities the Business or the Transferred Equity Interests, in each case until the applicable period for assessment under applicable Law (giving effect to any and all extensions or waivers) has expired and (ii) abide by all record retention agreements entered into with any Taxing Authority with respect to any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies materials described in clause (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunderi). (c) Subject to Section 10.2(d) Seller and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: Buyer shall each (i) execute and deliver, and cause its Affiliates to execute and deliver, as appropriate, all instruments and certificates reasonably necessary to enable the Vendors, at the Vendors’ sole cost other Party to comply with any filing requirements relating to Transfer Taxes and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; VAT and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company use commercially reasonable efforts to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control avail itself of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting available exemptions from, or reductions of, any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost Transfer Taxes and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit VAT under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedLaw.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors will Seller shall cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 ARTICLE 8 and any Proceeding related thereto. Such cooperation will shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Buyer and Seller shall retain all books and records with respect to Tax matters pertinent to any Group the Company and its Subsidiaries relating to any taxable Tax period beginning on or before the Closing Date to be retained until the later of thirty (i) one hundred eighty (18030) days after the expiration of the statute or period of limitations of the respective taxable Tax periods. Subject to and conditioned on Seller acknowledging in writing its obligation to indemnify the Buyer Indemnitees pursuant to Section 8.1 for all Taxes ultimately determined to be payable with respect thereto, Seller shall have the right to control any Proceeding relating to any Pre-Closing Tax Period, other than a Straddle Period. The Buyer shall have the right to control any Proceeding relating to a Straddle Period. The Party controlling any such Proceeding in accordance with the foregoing shall keep the other Party reasonably informed with respect thereto, and (ii) such other Party shall have the expiration right, but not the obligation, to participate therein, at the sole cost and expense of such participating Party. The Party controlling any Proceeding in accordance with the foregoing shall not settle or compromise any such Proceeding without the prior written consent of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) other Party (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties heretoi.e., except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the VendorsBuyer, on the one hand, or any of the Group Companies or the PurchaserSeller, on the other hand), of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice which shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant Any dispute as to this Section 10.2(c) shall not be interpreted as limiting any right a whether to indemnification related agree to such Tax Audit a compromise or settlement in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid foregoing may be submitted by either Party to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedAccountants for resolution.

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will cooperateSeller shall, and the Seller shall cause the Company to, cooperate fully and promptly, as and to the extent reasonably requested by the other Partyparty, in connection with (i) filing any Tax Return, amended Tax Return or other Tax filing or claim for refund of Taxes, (ii) determining any Tax liability or right to refund of Taxes, (iii) conducting or defending any Tax Proceeding, or (iv) effectuating the filing and preparation terms of Tax Returns pursuant to this Article 10 and any Proceeding related theretoAgreement. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause and the Seller agree (i) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Purchaser or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax authority, and (ii) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Purchaser or the Seller, as the case may be, shall allow the other party to take possession of copies of such books and records. Notwithstanding the retention period prescribed by applicable Law. Any information obtained pursuant foregoing, no party shall be unreasonably required to prepare any document, or determine any information, not then in its possession in response to a request under this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law9.5(a). (b) If Purchaser and the Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax authority informs the Vendorsthat could be imposed (including, on the one handbut not limited to, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereundertransactions contemplated hereby). (c) Subject Purchaser and the Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent 6043 of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit Code and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedregulations promulgated thereunder.

Cooperation on Tax Matters. (ai) The Purchaser and the Vendors will cooperateParties shall cooperate fully, as and to the extent reasonably requested by the other PartyParties, in connection with matters relating to Taxes of the Company or of the other Company Entities, including but not limited to (i) the preparation and filing and preparation of relevant Tax Returns pursuant and (ii) the conduct of any audit, examination, inquiry, voluntary disclosure or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment with respect to this Article 10 and any Proceeding related theretoTaxes of the Company or of the other Company Entities or their operations (a “Tax Contest”). Such cooperation will shall include the retention and (upon the other Party’s request) the provision of relevant records and information that are reasonably relevant and access to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books Xxxxx and records with respect to Sellers Representative, as the case may be, shall promptly give the other such Party written notice of the receipt of any written notice regarding a Tax matters pertinent to any Group Company Contest relating to any Company Entity for a Pre-Closing Tax Period (a “Pre-Closing Tax Contest”). (ii) Sellers shall control, at Sellers’ sole expense, the defense, conduct, and resolution of any Pre-Closing Tax Contest in respect of any income Tax Return of the Company for any taxable period beginning ending on or before the Closing Date with respect to be retained until which Taxes are paid by the later of Sellers on a flow-through basis (i) one hundred eighty (180) days after including, without limitation, the expiration final federal, state, and local partnership income Tax Returns of the statute or period Company) (a “Flow-Through Tax Contest”); provided, however, that Sellers Representative shall keep Buyer informed as to the status of limitations of the respective taxable periodssuch Flow-Through Tax Contest, shall consult with Buyer with respect to any issue relating to such Flow-Through Tax Contest that could reasonably be expected to materially impact Buyer, and (ii) the expiration shall provide Buyer with copies of the retention period prescribed by applicable Law. Any information obtained pursuant all correspondence, notices and other written materials received from any Taxing Authority with respect to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Flow-Through Tax Return Proceeding, or as required by applicable LawContest. (biii) If any Tax authority informs In the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, case of any proposed or actual auditPre-Closing Tax Contest (A) that is not a Flow-Through Tax Contest, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”B) with respect to periods which indemnity may be brought by Buyer under Article VII in excess of $50,000, and (C) that relates to a taxable period ending before on or prior to the Closing Date or Straddle Periods(a “Seller Tax Contest”), Sellers Representative shall have the party so informed will notify right (but not the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendorsobligation), at the Vendors’ sole cost expense of Sellers, using the counsel and expenserepresentatives of Sellers Representative’s choice, will have to control the right defense, conduct, and resolution of such Seller Tax Contest. Sellers Representative (V) shall keep Buyer informed as to the status of such Seller Tax Contest and shall consult with Buyer with respect to any issue relating to such Seller Tax Contest; (W) Sellers Representative shall provide Buyer with copies of all correspondence, notices and other written materials received from any Taxing Authority; (X) Sellers Representative shall provide Buyer with a copy of any written submission to be sent to a Taxing Authority prior to the submission thereof for Buyer’s comment and approval; (Y) Buyer shall be entitled to participate in any such Seller Tax Audit which relates to Taxes for which the Vendors Contest, at Buyer’s expense (or any of them) may be liable pursuant to Article 9including through separate counsel chosen by Buyer); and (iiZ) the Purchaser will Sellers Representative shall not settle or otherwise resolve compromise any such Applicable Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, Contest without the Buyer’s prior written consent, which consent of the Vendors, shall not to be unreasonably withheld, conditioned or delayed, if and only to the extent the settlement or compromise reasonably would be expected to materially adversely affect Buyer in a Post-Closing Tax Period. For Buyer and the avoidance Company Entities shall execute appropriate powers of doubt, attorney so as to allow Sellers Representative to control any such Seller Tax Contest as described above. If Sellers Representative does not choose to control the Purchaser’s control defense of any Seller Tax Audit pursuant Contest, Buyer shall control such Seller Tax Contest in its sole discretion. (iv) Buyer shall control all Tax Contests other than Seller Tax Contests controlled by Sellers Representative and Flow-Through Tax Contests. In case of any such Tax Contest (A) that is a Pre-Closing Tax Contest, (B) in respect to this Section 10.2(cwhich indemnity may be brought by Buyer under Article VII in excess of $50,000 and (C) that is not a Seller Tax Contest (a “Buyer Tax Contest”), Buyer (W) shall not be interpreted as limiting keep Sellers Representative reasonably informed and shall reasonably consult with Sellers Representative with respect to any right to indemnification related issue relating to such Buyer Tax Audit Contest; (X) shall provide Sellers Representative with copies of all material correspondence and notices, and other material written materials, received from any Taxing Authorities relating to such Buyer Tax Contest; (Y) shall provide Sellers Representative with a copy of any written submission relating to such Buyer Tax Contest to be sent to a Taxing Authority prior to the submission thereof and shall consider any reasonable comments or suggested revisions that Sellers Representative may have with respect thereto; and (Z) shall allow Sellers Representative to participate in accordance with such Buyer Tax Contest, at Sellers’ expense. (v) In case of any conflict or inconsistency between the terms of this Agreement. (dSection 6.1(d) Notwithstanding and the terms of Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely 7.4(b) with respect to any Pre-Closing Tax Period; providedContest, that: (ithis Section 6.1(d) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedcontrol.

Cooperation on Tax Matters. (ai) The Purchaser Parent, the Company and Sellers shall cooperate fully (and the Vendors will cooperateParent and the Company shall cause each of its Subsidiaries to cooperate fully), as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related theretoaudit, suit or proceeding, with respect to Taxes. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding audit, suit or proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Parent, the Company, and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to any Group the Company or its Subsidiaries relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by another party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any 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, each other party, as the case may be, shall allow the requesting party to take possession of such books and records. For clarity, in the case of any notice required pursuant to this paragraph to be given to the Sellers, notice to the Sellers Representative shall be sufficient. (ii) The Parent and Sellers Representative further agree, upon request, to cooperate fully to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant transactions subject to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law). (biii) If any Tax authority informs the VendorsThe Sellers Representative further agrees to cooperate fully, on the one hand, or any upon request of the Group Companies or Parent, to obtain and deliver to Parent any information reasonably necessary to determine whether there has been an “ownership change” within the Purchaser, on the other hand, meaning of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes Section 382(g) of the Group Companies (a “Tax Audit”) with respect to periods ending before Code and the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors Treasury Regulations promulgated thereunder (or any similar provision of themstate or local Law) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedClosing Date.

Cooperation on Tax Matters. (ai) The Purchaser Sellers, the Transferred Companies and the Vendors will cooperateBuyers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 5.11 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Partyparty’s reasonable request) the provision of records (or applicable portions thereof) and information that are reasonably relevant to any such Proceeding audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and, to the extent reasonably requested by the other party, signing any Tax Return, amended Tax Returns, claims or other documents necessary to settle any Tax Contest pursuant to the provisions of this Agreement or to claim a refund pursuant to Section 5.11(e) or any powers of attorney required to effect the provisions of Section 5.11(d)(i). The Purchaser will cause Buyers and Sellers agree to retain all books and records (or applicable portions thereof) with respect to Tax matters pertinent to the Transferred Companies and any Group Company Subsidiaries of the Transferred Companies relating to any taxable period beginning on or before the Closing Date (in the case of Sellers, to be retained the extent Sellers have possession of any such books and records immediately after the Closing) until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Sellers or Buyers, respectively, any extensions thereof) of the respective taxable periods, and to give Sellers or Buyers, respectively, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyers and Sellers shall allow the other party to take possession of such books and records (or applicable portions thereof) prior to such transfer, destruction or discarding. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Buyers and Sellers, upon request, will use their reasonable best efforts to this Section 10.2(a) (obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Governmental Authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed (including, but not limited to, with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby). (biii) If The Transferred Companies’ participation in all tax-sharing agreements or similar agreements between any Tax authority informs Transferred Company or any of Subsidiary of the VendorsTransferred Companies, on the one hand, and Sellers, their Affiliates, or any of the Group Companies or the Purchaserother Person, on the other hand, hand shall be terminated as of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periodsand, after the party so informed will notify Closing Date, neither the other parties of such matter as soon as practicableTransferred Companies, and in nor Sellers nor any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors Affiliate of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit foregoing shall be bound thereby or otherwise exercise their rights hereunderhave any Liability thereunder. (civ) Subject Notwithstanding anything to Section 10.2(d) and notwithstanding any other term of the contrary in this Agreement, the Purchaser will control neither Sellers nor their Affiliates shall be required to furnish to Buyers or any other Person any Tax Audit; provided, that: Returns (ior work papers related thereto) the Vendors, at the Vendors’ sole cost and expense, will have the right of or relating to participate in any Tax Audit which relates to Taxes for which the Vendors (Sellers or any of them) may be liable pursuant to Article 9; and their Affiliates (ii) other than the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax AuditTransferred Companies), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (ai) The Purchaser Purchaser, the Corporations and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, appeal, hearing, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that are reasonably relevant to any such Proceeding filing, audit, appeal, hearing, litigation or other proceeding and making employees employees, officers, accountants, auditors, representatives, and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Corporations and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company the Corporations relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, in the case of Purchaser and the Corporations, of which Purchaser has knowledge, 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 Corporations or Sellers, as the case may be, shall allow the other party to take possession of such books and records. (ii) To the expiration extent the IRS or any applicable state Tax authority has approved the Tax Agent, the Tax Agent shall allow Ocelot or its successor and its counsel to participate at its own expense in any audits of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(aOcelot consolidated or combined income (and franchise) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except Returns to the extent that such failure materially prejudices the ability of the Vendors returns relate to defend a Ocelot. The Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser Agent will not settle any such audit in a manner that would adversely affect Ocelot or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, its successor after the Closing without the prior written consent of the VendorsOcelot or its successor, which will not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (diii) Notwithstanding Section 10.2(c)To the extent the IRS or any applicable state Tax authority has not approved the Tax Agent, Ocelot shall allow the Vendors, Corporations and their counsel to participate at the Vendors’ sole cost and expense, will have the right to control their own expense in any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to audits of the applicable Governmental Authority all amounts Ocelot consolidated or combined income (if anyand franchise) required to be paid in order to contest such Tax Audit under applicable Laws (provided that Returns to the extent that such returns relate to the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of Corporations. Ocelot will not settle any such amounts, such refund or credit shall be paid to audit in a manner that would adversely affect the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) Corporations after the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit Closing without the prior written consent of the Purchaser, which consent will not be unreasonably withheld withheld. (iv) Purchaser and Sellers shall, upon request, use their best efforts to obtain any certificate or delayedother 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. (ai) The Purchaser Buyer, each of the corporations comprising the AFA Group, Agro and their respective affiliates and the Vendors will cooperateSellers and the Agro Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Each of the corporations comprising the AFA Group, Agro and their respective affiliates and Sellers and the Agro Seller agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company each of the corporations comprising the AFA Group, Agro and their respective affiliates relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by the Buyer or the Sellers and the Agro 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 books and records and, if the other party so requests, each of the corporations comprising the AFA Group, Agro and their respective affiliates or the Sellers and the Agro Seller, as the case may be, shall allow the other party to take possession of such books and records. (ii) The Buyer, Sellers and the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Agro Seller further agree, upon request, to this Section 10.2(a) (use their best efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any governmental authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed (including, but not limited to, with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby). (biii) If any Tax authority informs The Buyer, Sellers and the VendorsAgro Seller further agree, on upon request, to provide the one hand, or any other party with all information that either party may be required to report pursuant to Section 6043 of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, Code and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunderall Treasury Department Regulations promulgated thereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Buyer, DEI and Seller shall, and Buyer shall cause the Vendors will cooperateCompany to, cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 under Section 7.1.1 and any Proceeding related theretoaudit, litigation, or other proceeding with respect to Taxes (a "Tax Proceeding"). Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that are reasonably relevant to any such 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. The Purchaser will cause Buyer, DEI and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations or, in the case of TDS Canada, 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 Buyer, DEI or 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 books and records and, if the other party so requests, Buyer, DEI or Seller, as the case may be, shall allow the other party to take possession of such books and records to the extent they would otherwise be destroyed or discarded. Each of Buyer, DEI and Seller shall bear its respective costs and expenses in connection with any Tax Proceeding; provided, that, (i) if such Tax Proceeding relates solely to the period after the Closing Date, Buyer shall reimburse DEI and Seller, as applicable, for any out-of-pocket expenses (including, without limitation, fees and expenses of attorneys and other professionals) reasonably incurred by DEI or Seller, as applicable, in connection therewith and (ii) if such Tax Proceeding relates solely to the expiration period before the Closing Date, DEI or Seller shall reimburse Buyer for any out-of-pocket expenses (including, without limitation, fees and expenses of the retention period prescribed attorneys and other professionals) reasonably incurred by applicable LawBuyer in connection therewith. Any information obtained pursuant to under this Section 10.2(a) (7.1.2 or otherwise pursuant to this Agreement) shall be kept confidential by under any other Section hereof providing for the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any sharing of the Group Companies information or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control review of any Tax Audit pursuant Return or other schedule relating to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid subject to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedSection 11.9.

Cooperation on Tax Matters. (a) The Purchaser Buyer, the Company, the Subsidiaries and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of all Tax Returns pursuant to this Article 10 (including any amended Tax Return or claim for refund) and any Proceeding related theretoaudit, litigation, or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s requesti) the provision of records and information Buyer’s filing, or causing to be filed, any amended Tax Return or claim for refund that are the Sellers’ Representative reasonably relevant requests to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records be filed with respect to Tax matters pertinent to any Group the Company relating to or the Subsidiaries for any taxable period beginning on or before the Closing Date Date, provided, however, that Buyer shall not be required to be retained until file any amended Tax Return or claim for refund that includes the later carrying back of any net operating loss or tax credit economically generated to any taxable year or period (ior portion thereof) one hundred eighty (180) days beginning after the expiration of the statute or period of limitations of the respective taxable periodsClosing Date, and (ii) the expiration retention and the provision of the retention period prescribed by applicable Law. Any records and information obtained pursuant reasonably relevant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with any such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examinationlitigation or other proceeding, investigationand the provision of powers of attorney, adjustmentprovided, claimhowever, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, that the party so informed will notify retaining such records may destroy such records after five (5) years with the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendorsother party (and if such other party does not consent, not to be unreasonably withheld, conditioned or delayed. For such other party shall pay the avoidance costs of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related delivering such records to such Tax Audit in accordance with other party and the terms costs of this Agreement. (dfurther retention) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep Sellers providing, or causing to be provided, no later than 15 days prior to the Purchaser due date of the U.S. federal income Tax Return of the Company for the stub period ending on March 24, 2009 (including extensions), an exhibit showing the calculation and allocation of the tax basis “step up” resulting from the transaction pursuant to which SD Holdings and SP Holdings acquired their interests in the Company and any supporting or related documentation reasonably informed regarding requested by the status of such Tax Audit Buyer. The Buyer and the Purchaser will Sellers further agree to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be provided copies of necessary to mitigate, reduce or eliminate any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to that could be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedimposed.

Cooperation on Tax Matters. (a) The Purchaser Purchasers, the Subject Companies and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 9.2 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s 's request) the provision of records and information that are reasonably relevant to any such Proceeding 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 Purchaser will Purchasers and Sellers each shall cause the Subject Companies: (i) to retain all books and records with respect to Tax matters pertinent to any Group Company the Subject Companies and their subsidiaries relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the applicable statute or period of limitations (and, to the extent notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give Purchasers and Sellers reasonable written notice prior to transferring, destroying or discarding any such books and records and, to the expiration extent requested by Purchasers or Sellers, as the case may be, to allow any such requesting party to take possession of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Lawbooks and records. (b) If Purchasers and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax authority informs the Vendorsthat could be imposed (including, on the one handbut not limited to, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periodstransactions contemplated hereby). Purchasers and Sellers further agree, the party so informed will notify upon reasonable written request, to provide the other parties of such matter as soon as practicableParty with all information that either Party may be required to report pursuant to any applicable Tax laws, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure including pursuant to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability §6043 or §6043A of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (Code or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreementregulations promulgated thereunder. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will cooperateParties shall cooperate fully, as and to the extent reasonably requested by the any other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related theretoaudit, litigation or other Action with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding filing of Tax Returns, audit, litigation or other Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Parties agree: (i) to retain all books and records with respect to Tax matters pertinent to any Group the Company and its Subsidiaries relating to any taxable Tax period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by any Party, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the expiration other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any other Party so requests, each Party shall allow the other Parties to take possession of such books and records. At the request of the retention period prescribed by applicable Law. Any information obtained pursuant Member Representative, Parent will cause the Surviving Entity and any of its Subsidiaries to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceedingmake, or join with the Company Members in making, any election if the making of such election does not have a material adverse effect on Parent, the Surviving Entity or any of its Subsidiaries, as required by applicable Lawdetermined in the sole discretion of Parent exercised in good faith. (b) If Except as provided in Section 10.1(c), and solely to the extent any such actions would reasonably be expected to create or increase any Company Member’s indemnity obligations or other direct or indirect Tax liabilities or obligations, after the Effective Time, none of Parent, the Surviving Entity or its Subsidiaries shall: (i) file, or permit to be filed, or amend or otherwise modify, or permit to be amended or otherwise modified, any Tax authority informs Return for any period beginning prior to the VendorsClosing Date; (ii) discuss, on correspond, negotiate, make or initiate any voluntary contact with any Governmental Authority or representative thereof with respect to, or settle with any Governmental Authority or representative thereof, any Tax liability of the one handCompany, the Surviving Entity or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) its Subsidiaries with respect to periods ending before any period beginning prior to the Closing Date or Straddle Periodsthat may affect the Tax liability of the Company Members for any period; (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors assessment of any indemnification obligations in respect Tax or deficiency related to any period beginning prior to the Closing Date; or (iv) make any Tax election that has retroactive effect to any period or portion of any Taxes provided hereunder except period beginning prior to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this AgreementClosing Date, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, each case without the prior written consent approval of the VendorsMember Representative, which shall not to be unreasonably withheld, conditioned or delayed. For Notwithstanding anything to the avoidance of doubtcontrary contained in this Section 10.1(b), Parent, the Purchaser’s control Surviving Entity or its Subsidiaries may take any action in respect of U.S. domestic sales or use Taxes or Tax Returns, provided that (A) Parent, the Surviving Entity or its Subsidiaries provide prior written notification to the Member Representative of such action and (B) no Company Member shall have any Tax Audit pursuant liability in respect of such action or that results or arises, directly or indirectly, therefrom, other than under Section 9.2(a). (c) Tax Returns for the Company or any of its Subsidiaries for Pre-Closing Tax Periods that are filed after the Closing Date shall be prepared by the Company’s Accountants, at the sole cost and expense of the Company Members. All Parties shall reasonably cooperate in the preparation of such Tax Returns. Any such Tax Return shall be prepared on a basis consistent with those previously prepared for prior Tax years or periods and filed in those jurisdictions where the Company (or the applicable Subsidiary of the Company) previously filed Tax Returns; provided, however, that the Parties agree that (i) all Transaction Deductions shall be treated as arising in the Pre-Closing Tax Period and (ii) Taxes related to this Section 10.2(c) unearned revenues that have not been recognized for income Tax purposes by the Company or any of its Subsidiaries on the Tax Returns for the Company or any of its Subsidiaries filed prior to the Closing Date shall not be interpreted as limiting included on any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to Returns for any Pre-Closing Tax Period and instead shall be included on the Tax Returns that are filed after the Closing Date for Parent, the Surviving Entity and any of their respective Subsidiaries for the Tax periods that begin on or after the Closing Date. Parent shall not, and shall cause the Surviving Entity and its Subsidiaries not to, waive any carryback of a Tax attribute of the Company or any of its Subsidiaries generated or otherwise attributable to a Pre-Closing Tax Period; provided. The Parties shall, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent permitted or required under applicable Law, treat the Vendors are successful, in whole or in part, in such contest Closing Date as the last day of the Tax period of the Company and there is a refund or credit against cash Taxes otherwise actually its Subsidiaries for all Tax purposes. Not less than fourteen (14) days prior to the due date of any such amountsTax Return (including extensions), such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies a copy of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions Return proposed to be made filed pursuant to this Section 10.1(c) shall be delivered to Parent and the Member Representative for their written approval. In the event of any dispute between Parent and the Member Representative concerning such a Governmental Authority Tax Return, the decision of the Company’s Accountants shall be final and binding on the Parties, absent manifest error. To the extent not taken into account in respect the calculation of Closing Date Net Working Capital, the Company Members shall pay any and all Taxes due on such Tax Audit and Returns to attend any conference call or meeting with any Parent under this Section 10.1(c) to the extent such Governmental Authority with respect Taxes are allocable to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.Pre-Closing Period in accordance with

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will cooperateParties shall cooperate fully, as and to the extent reasonably requested by the any other Party, in connection with financial accounting for Taxes, the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related theretosuit, action, inquiry, information document request, Proceeding, administrative or judicial appeal, audit, litigation or other similar proceeding with respect to Taxes (each, a “Tax Contest”). Such cooperation will shall include (i) providing the retention other Party with any final determination of any such Tax Contest that affects any amount required to be shown on any Tax Return of the other Party for any period, (ii) retaining and (upon the other Party’s request) the provision of providing records and information (including all relevant Tax opinions and FIN 48 workpapers) that are reasonably relevant to financial accounting for Taxes, any such Proceeding Tax Contest and Tax Return, and (iii) making employees available on a mutually convenient basis to provide additional information and an explanation of any material provided hereunder. The Purchaser will Without limiting the generality of the foregoing, Buyer shall retain, and shall cause the Company to retain, and the Stockholder Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all books Tax Returns, supporting work schedules and other records with respect or information (including all Tax opinions and FIN 48 workpapers) that may be relevant to such Tax matters pertinent to any Group Company relating to any taxable period beginning on Returns for all Tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other Party with a reasonable opportunity to review and copy the same. The Stockholder Representative and the Company Stockholders agree that the Stockholder Representative shall act on behalf of the Company Stockholders in connection with all cooperation under this Section 7.1(d). All Tax refunds received by the Company for any periods prior to the Closing Date, including the part of any Straddle Period ending on the Closing Date, shall be retained until for the later account of the Company Stockholders, and the Buyer and the Company shall promptly account for and pay over to the Company Stockholders (iin accordance with the proportions set forth in Schedule A) one hundred eighty the amounts so received, within ten (18010) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Lawsame are received. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. The Sellers shall cause the Company’s current accountants to prepare in a timely manner (aand in accordance with applicable Law) the federal and state income Tax Returns for the Company for all taxable years ending on or before the Closing Date. For purposes thereof, the Buyer shall provide the Sellers with access to the books, records and accountants of the Company. The Purchaser Sellers shall provide the Buyer with copies of such Tax Returns at least fifty (50) days prior to their respective due dates (as such due date may be extended). The Buyer shall review such returns and provide any proposed revisions to the Sellers at least twenty-five (25) days prior to the due date of such returns and the Vendors Sellers will cooperatereflect any changes to such Tax Returns provided by the Buyer (unless (i) such change would have an adverse effect on the Sellers or (ii) Buyer's proposed changes are not in compliance with applicable Law) that relate to the Taxes imposed on the Company or any of its Subsidiaries attributable to the making of the §338(h)(10) Election (except for under Section 1374 of the Code (or any MA Gains Tax)). The Buyer, the Company and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant any audit, litigation or other proceeding with respect to this Article 10 and any Proceeding related theretoTaxes. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that are reasonably relevant to any such Proceeding audit, litigation or other proceeding or matter and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Company and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or 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 (iiB) to give the expiration of other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by other party so requests, the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies Company or the PurchaserSellers, on as the case may be, shall allow the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect party to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties take possession of such matter as soon as practicable, books and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunderrecords. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Parent, the Company, the Surviving Corporation and the Vendors will cooperateSecurityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other Partyanother party, in connection with the filing of any Tax Return or amended Tax Return with respect to any taxable period beginning before the Closing Date, and preparation of Tax Returns pursuant in connection with any audit, litigation or other proceeding with respect to this Article 10 and any Proceeding related theretoTaxes for such taxable periods. Such cooperation will include includes the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Parent, the Company, the Surviving Corporation and the Securityholders’ Representative agree (i) to retain all books and records with respect to Tax matters pertinent to any Group the Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Parent or the Company, any extensions thereof) of the respective taxable periods, and (ii) the expiration of the to abide by all record retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties heretoagreements entered into with any taxing authority, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) to give the Purchaser will not settle other parties reasonable written notice prior to transferring, destroying or otherwise resolve discarding any such books and records and, if any other party so requests, Parent or the Company, as the case may be, shall allow the other parties to take possession of such books and records. Parent and the Securityholders’ 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 Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubtCompany, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall Surviving Corporation its Subsidiaries or Parent that could be imposed (including, but not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c)limited to, the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereoftransactions contemplated by this Agreement); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser CMGI and Compaq and their respective Affiliates shall cooperate in the Vendors will cooperatepreparation of all Tax Returns for any Tax periods for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall include, as and but not be limited to, furnishing the relevant portions of prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the other Party, in connection with the party filing and preparation of such Tax Returns pursuant as is relevant to this Article 10 and any Proceeding related theretotheir preparation. Such cooperation will and information also shall include the retention and (upon the other Party’s request) the without limitation provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits, promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any such Proceeding Taxing Authority which relate to the Companies, and making providing copies of the relevant portions of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and tax basis of property, which the requested party may possess. Compaq shall make its employees and facilities available on a mutually convenient basis to provide additional information and explanation of any material documents or information provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any For a period of six (6) years after the Closing Date or such longer period as may be required by law, CMGI shall, and shall cause the Companies to, retain and not destroy or dispose of all Tax authority informs Returns (including supporting materials), books and records (including computer files) of, or with respect to the Vendorsactivities or Taxes of, such entities for all taxable periods ending (or deemed, pursuant to Section 9.4, to end) on or prior to the one handClosing Date to the extent CMGI, or any of the Group Companies received or the Purchaser, had possession of such records on the other handClosing Date. Thereafter, CMGI shall not destroy or dispose of any proposed such Returns, books or actual auditrecords unless it first offers such Returns, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount books and records to Compaq in writing and Compaq fails to accept such offer within sixty (60) days of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so its being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereundermade. (c) Subject to Section 10.2(dFor a period of six (6) and notwithstanding any other term of this Agreementyears after the Closing Date or such longer period as may be required by law, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors Compaq (or any its Affiliates) shall retain and not destroy or dispose of them) may be liable pursuant to Article 9; and all Tax Returns (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Auditincluding supporting materials), if such settlement books and records (including computer files) of, or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to the activities or Taxes of, any Pre-Closing Tax Period; providedof the Companies for all taxable periods ending (or deemed, that: (ipursuant to Section 9.4, to end) the Vendors have paid on or prior to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that Closing Date to the extent Compaq did not deliver such records to CMGI or the Vendors are successfulCompanies. Thereafter, in whole Compaq shall not destroy or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due dispose of any such amountsTax Returns, books or records unless it first offers them to CMGI in writing and CMGI fails to accept such refund or credit shall be paid to the Vendors offer within fifteen sixty (1560) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedits being made.

Cooperation on Tax Matters. (ai) The Purchaser Buyer, the Target Companies and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the any other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 6.1 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Buyer and Sellers agree to retain all books and records with respect to Tax matters pertinent to any Group Company the Target Companies relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer, Sellers or any Target Company, any extensions thereof) of the respective taxable periods, and (ii) the expiration of the to abide by all record retention period prescribed by applicable Lawagreements entered into with any Government Entity. Any information obtained pursuant to contrary provision in this Section 10.2(a) (or otherwise pursuant to this Agreement) Agreement notwithstanding, Sellers shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If control any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment litigation or demand concerning the amount of other Proceeding relating solely to income Taxes of the Group Target Companies for all periods ending on or before the Closing Date; provided that Sellers shall not enter into any settlement of such audit, litigation or other Proceeding (a “Tax Audit”) to the extent such audit, litigation or other Proceeding could reasonably be expected to affect Taxes payable by the Buyer or the Target Companies with respect to taxable periods ending before after the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15otherwise adversely affect Buyer) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, Buyer (which shall not to be unreasonably withheld, conditioned delayed or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreementconditioned). (dii) Notwithstanding Section 10.2(c)The Buyer and each Seller further agree, the Vendorsupon request, at the Vendors’ sole cost and expenseto use their commercially reasonable best efforts to obtain any certificate or other document from any Government Entity or any other Person as may be necessary to mitigate, will have the right to control reduce or eliminate any Tax Audit solely that could be imposed (including, but not limited to, with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereofTransactions); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors will cooperateStockholders and their respective affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall include, as and but not be limited to, furnishing prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such party’s possession requested by the other Party, in connection with the party filing and preparation of such Tax Returns pursuant as is relevant to this Article 10 and any Proceeding related theretotheir preparation. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant also shall include without limitation providing powers of attorney for the purpose of signing Tax Returns and defending audits forwarding copies of appropriate notices and forms or other communications received from or sent to any such Proceeding taxing authority which relate to Orion, and making providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any taxing authority and records concerning the ownership and tax basis of property, which the requested party may possess. The Buyer and Orion and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional information and explanation of any material documents or information provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the Buyer shall, and shall cause Orion to, retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, Orion for all taxable periods ending (or deemed, pursuant to Section 7.3(b), to end) on or prior to the Closing Date to the extent the Buyer or Orion received or had possession of such records on the Closing Date. (c) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the Stockholders shall retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, Orion for all taxable periods ending (or deemed, pursuant to Section 7.3(b), to end) on or prior to the Closing Date to the extent the Stockholders did not deliver such records to the Buyer or Orion. (d) If any Tax authority informs the Vendors, Buyer or Orion (as the case may be) on the one hand, or any of the Group Companies or the Purchaser, Stockholders on the other, fails to provide any information requested by the other handparty in the time specified herein, or if no time is specified pursuant to this Section 7.4, within a reasonable period, or otherwise fails to do any act required of any proposed or actual auditit under this Section 7.4, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, then the party failing to so informed will notify provide the other parties of information or do such matter as soon as practicableact shall be obligated, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term provision of this Agreement, to indemnify the Purchaser will control party requesting the information or act and shall so indemnify the requesting party and hold such party harmless from and against any Tax Audit; providedand all costs, that: (i) the Vendorsclaims or damages, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. Notwithstanding the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubtforegoing, the Purchaser’s control of party that failed to deliver the information or do the act requested, shall in no event be obligated to make any Tax Audit payments pursuant to this Section 10.2(c7.4(d) shall not or otherwise be interpreted as limiting any right liable, if such party used all reasonable commercial efforts to indemnification related to such Tax Audit in accordance with provide the terms of this Agreementrequested information or perform the requested act. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Subject to Section 6.05(b), Rxxx, Exxxxxx and JV NewCo agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business, the Purchased Assets, the Assumed Liabilities and the Vendors will cooperateEmerald Entities (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for, prosecution or defense of any Tax Proceeding by any Taxing Authority, to the extent related to Pre-Closing Tax Periods or the transactions contemplated by the Transaction Documents (including, for the avoidance of doubt, the Pre-Closing Restructuring). Rxxx, Exxxxxx and the Emerald Entities shall (i) retain all books and records with respect to such Taxes pertaining to the Business, the Purchased Assets, the Assumed Liabilities or the Emerald Entities until the expiration of any applicable statute of limitations and abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority, and (ii) use commercially reasonable efforts to provide each other party with at least thirty (30) days’ prior written notice before destroying any such books and records, during which period the party receiving the notice can elect to take possession, at its own expense, of such books and records. Without limiting the rights of any party provided by Section 6.06, Exxxxxx, Xxxx and JV NewCo shall cooperate with each other fully, as and to the extent reasonably requested by the other Partyparties, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation conduct of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company Proceeding relating to any taxable period beginning on or before such Taxes involving the Closing Date to be retained until Business, the later of (i) one hundred eighty (180) days after Purchased Assets, the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies Assumed Liabilities or the PurchaserEmerald Entities, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices related to Pre-Closing Tax Periods or the ability of transactions contemplated by the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. Transaction Documents (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreementincluding, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant Master Step Plan). (b) Notwithstanding anything to the contrary in this Section 10.2(c) Agreement, except to the extent solely relating to the Emerald Entities, the Purchased Assets or the Assumed Liabilities, Exxxxxx and its Affiliates shall not be interpreted as limiting required at any time to provide to JV NewCo or Ruby any right to indemnification related access or to such review any Exxxxxx Tax Audit in accordance with the terms of this AgreementRecords. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (ai) The Purchaser From and after the Closing Date, Parent and the Vendors will cooperateSeller Parties shall, and shall cause their respective Affiliates to, cooperate fully, as and to the extent reasonably requested by the other PartyParties, in connection with the filing and preparation of Tax Returns pursuant any Return, audit, litigation or other proceeding with respect to this Article 10 and any Proceeding related theretoTaxes. Such cooperation will shall include the retention and (upon the other request of another Party’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause all books . (ii) Parent and records the Seller Parties further agree, to use commercially reasonable efforts, upon reasonable request by another Party, to attempt to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to ​ ​ mitigate, reduce or eliminate any Tax that could be imposed (including without limitation any Tax with respect to Tax matters pertinent to any Group the transactions contemplated hereby). (iii) For each Acquired Company relating to any that is properly classified as a partnership for U.S. federal income tax purposes (the “Partnership Companies”), for each taxable period beginning after December 31, 2017 and ending on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periodsDate, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that applicable, the relevant Seller Parties shall cause such failure materially prejudices the ability Partnership Company to timely elect pursuant to Section 6226 of the Vendors Code to defend a Tax Audit or otherwise exercise their rights hereunder. have any partnership adjustments (cwithin the meaning of Section 6241(2) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(cCode) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority determined with respect to such matters; and Partnership Company passed through to relevant Seller Parties or their predecessors-in-interest during the reviewed year (viwithin the meaning of Section 6225(d)(1) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the PurchaserCode). For any taxable period beginning before January 1, which consent will not be unreasonably withheld or delayed2018, the Partnership Companies shall not, and the relevant Seller Parties shall cause the Partnership Companies to not, elect to apply the partnership audit procedures described in the Bipartisan Budget Act of 2015. Seller Parties shall cause each Partnership Company to use commercially reasonable efforts to accurately maintain a record of physical and electronic mailing addresses and telephone numbers in order to qualify for making the election described in Section 6226.

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will cooperateSeller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of any Tax Return or amended Tax Return filed by any of the Parties with respect to any Pre-Closing Tax Period, and preparation of in connection with any audit, litigation or other Proceeding with respect to Taxes involving a Pre-Closing Tax Returns pursuant to this Article 10 and any Proceeding related theretoPeriod. Such cooperation will shall include the retention and (upon the other Party’s request) the provision of records of the Company and its Subsidiaries and information that are reasonably relevant to any such Tax Return, audit, litigation or other Proceeding within thirty (30) calendar days of such Party’s request therefor and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder within thirty (30) calendar days of such Party’s request therefor. The Subject to compliance with Section 6.4(l), Purchaser agrees and, after the Closing will cause the Company and its Subsidiaries, to (i) retain all books and records with respect to Tax matters pertinent to any Group the Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date to be retained until the later of one (i1) one hundred eighty (180) days year after the expiration of the statute or period of limitations (and any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant give Seller reasonable written notice prior to this Section 10.2(a) (transferring, destroying or otherwise pursuant discarding any such books and records and, if Seller so requests, Purchaser shall allow Seller to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties take possession of such matter as soon as practicable, books and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) records and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) maintain the Vendors will keep ability to access such books and records, including in the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of event that any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent member of the Purchaser, which consent will not be unreasonably withheld or delayedDK Group changes its accounting systems until sixty (60) days after such statute of limitation expires and any extensions thereof.

Cooperation on Tax Matters. (ai) The Purchaser Buyer and Seller shall (and each shall cause the Vendors will cooperateTarget Entities to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing and preparation of Tax Returns pursuant to this Article 10 Section and in connection with any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes for any Tax period ending on or prior to the Closing Date. Such cooperation will shall include the retention and (upon the other Party’s request) the provision of records and information that which are reasonably relevant to any such Proceeding audit, litigation or other proceeding and making employees (to the extent such employees were responsible for the preparation, maintenance or interpretation of information and documents relevant to Tax matters or to the extent required as witnesses in any Tax proceedings), available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will Parties agree (A) to retain, and (in the case of Buyer) to cause the Target Entities to retain, all books and records with respect to Income Tax matters pertinent to any Group Company the Target Entities relating to any taxable Tax period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days six months after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention obligations imposed by law or pursuant to 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, Buyer or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Buyer and Seller further agree, upon request, to this Section 10.2(a) (use their best efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Governmental Authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby. (biii) If At Seller’s request, Buyer shall cause the Target Entities to make and/or join with Seller and any of Seller’s Affiliates in making after Closing any election for which such entity’s consent is required for any Tax authority informs the Vendors, period (or portion thereof) ending on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect prior to periods ending before the Closing Date or Straddle PeriodsDate, if the party so informed will notify the other parties making of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall election does not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend have a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors material adverse impact on Buyer (or any of themits Affiliates) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve for any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without period beginning after the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this AgreementClosing Date. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (ai) The Purchaser Buyer, Targets and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other another Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, litigation or other proceeding (a “Contest”) with respect to Taxes. Such cooperation will shall include the retention and (upon the other another Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding 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 Purchaser will cause If, subsequent to the Closing, Buyer, Targets or any of their Affiliates (including the Target’s Subsidiaries) receive notice of a Contest with respect to any Pre-Closing Tax Period with respect to which Sellers may be required to provide indemnification under this Agreement, then within ten (10) Business Days after receipt of such notice, the Buyer shall notify the Sellers’ Agent of such notice. Buyer and Sellers agree that any settlement or other negotiated payment, or any portion thereof, to be made to the Internal Revenue Service arising out of the Pre-Closing Tax Period shall not be agreed upon unless previously approved by Sellers in writing, which approval shall not be unreasonably withheld or delayed. Targets and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company Targets relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or 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 Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if another Party so requests, Targets or Sellers, as the case may be, shall allow another Party to take possession of such books and records. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Buyer and Sellers further agree, upon request, to this Section 10.2(a) (use their commercially reasonable efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Governmental Authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed (including, but not limited to, with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby). (biii) If any Tax authority informs Buyer and Sellers further agree, upon request, to provide the Vendors, on the one handother Party with all information that either Party may be required to report pursuant to Code Section 6043, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Code Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate6043A, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ai) The Purchaser Buyer, the Company and the Vendors will cooperateSellers’ Representative shall cooperate fully, as and to the extent reasonably requested by the other Partyparties (as applicable), in connection with the filing and preparation of Tax Returns tax returns pursuant to this Article 10 Section 5.3 and any Proceeding related theretoaudit, litigation or other proceeding with respect to taxes. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Company and the Sellers’ Representative agree: (A) to retain all books and records with respect to Tax tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or the 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 (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers’ Representative, as the case may be, shall allow the other party to make copies of such books and records. (ii) Buyer and the expiration Sellers further agree to use their reasonable efforts to lawfully mitigate, reduce or eliminate any tax that may be imposed (including with respect to the transactions contemplated herein) on the Company or the Sellers for any taxable period, provided that Buyer shall be under no obligation to do so if such action has the effect of increasing any tax liability of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable LawCompany for any post-Closing period. (biii) If any Tax authority informs Buyer and the Vendorssellers further agree, on the one handupon request, to provide each other with all information that either party may be required to report pursuant to Code Section 6043 or 6043(A), or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereundertreasury regulations promulgated thereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors Seller will, and will cooperatecause their respective Affiliates to, cooperate fully, as and to the extent reasonably requested by the other Partyother, in connection with the preparation, execution and filing and preparation of Tax Returns pursuant to this Article 10 Section 6.01(a) and the conduct of any Proceeding related theretoTax Claim. Such cooperation will include the retention and (upon the other Party’s request) the provision of providing access to records and other information that which are reasonably relevant to any such Proceeding Tax Return or Tax Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder provided that, nothing herein shall require the disclosure of any information or document which could result in the loss or waiver of the attorney client or other applicable privilege. The Purchaser Buyer and Seller will, and will cause their respective Affiliates to, (a) retain all books and records with respect to Tax matters pertinent to any Group Company the University and the operations of the DVU Transferred Entities relating to any taxable Tax period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the applicable statute or period of limitations of the respective taxable periodslimitations, (b) abide by all record retention agreements entered into with any Taxing Authority, and (iic) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on give the other handParty 90 days’ written notice prior to transferring, of destroying or discarding any proposed or actual auditsuch books and records and, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify if the other parties Party so requests, Buyer or Seller will, and will cause their respective Affiliates to, allow the other to take possession of such matter as soon as practicable, books and in any event within fifteen (15) Business Days of so being informed of such Tax Auditrecords. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except Notwithstanding anything to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of contrary in this Agreement, the Purchaser Seller will control not be required to transfer to Buyer any Tax Audit; provided, that: (i) Seller Group Tax Returns or related work papers (other than pro forma Tax Returns of the Vendors, at the Vendors’ sole cost DVU Transferred Entities and expense, will have the right to participate in any related work papers for such pro forma Tax Audit which relates to Taxes for which the Vendors (Returns) or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle Tax Returns or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (related work papers of Seller or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this AgreementNon-DVU Subsidiary. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Seller Representative and the Vendors Buyer will cooperatecooperate in the preparation and filing of, and, if necessary, join in the execution of, Tax Returns related to the Business, including furnishing to each other, upon request, as and promptly as practicable, available information relating to the extent Business (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any action relating to any Tax. The Seller Representative and the Buyer will cooperate with each other and take any action reasonably requested by the other Partyparty to minimize Taxes and fees, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon including assisting the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of party in (i) filing a claim for refund, (ii) filing for relief under voluntary disclosure programs, (iii) responding to an inquiry by a Taxing Authority, (iv) collecting sales Tax exemption certificates or (v) defending or litigating a Tax matter relating to the Business. The Seller and the Buyer will retain all Tax Returns, schedules, and work papers, records, and other documents of the Seller or that otherwise relate to the Business or the Purchased Assets, that are in their possession for Pre-Closing Tax Periods and Straddle Tax Periods until one hundred eighty (1801) days year after the expiration of the applicable statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant periods to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with which such Tax Return ProceedingReturns and other documents relate, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect without regard to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder extensions except to the extent that notified by the other party in writing of such failure materially prejudices extensions for the ability respective taxable periods. The Seller Representative will deliver, or cause to be delivered, within five (5) days of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding Buyer’s request therefor any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) information required to be paid in order to contest such Tax Audit under applicable Laws (provided that to reported by the extent the Vendors are successfulBuyer, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participateSelling Partner, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedSeller.

Cooperation on Tax Matters. (ai) The Purchaser Purchasers and the Vendors Sellers will cooperate, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding audit, examination or other proceedings related thereto. Such cooperation will include the retention and (upon the other Partyparty’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on audit, examination or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and other proceedings. (ii) In the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If event any Tax taxing authority informs the VendorsSellers, on the one hand, or any of the Group Companies and the MSC General Partner or the PurchaserPurchasers, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment examination or demand other proceedings concerning the amount of Taxes of or with respect to the Group Companies (a “Tax Audit”) with respect to periods ending on or before March 31, 2006 relating to Metals Supply and the MSC General Partner and the Closing Date or Straddle Periodsrelating to C&L, the party so informed will shall promptly notify the other parties party of such matter as soon as practicable, and matter; provided that no failure or delay in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice informing the other party shall not relieve reduce or otherwise affect the Vendors obligations or liabilities of any indemnification obligations in respect of any Taxes provided hereunder party hereto, except to the extent that such failure or delay shall have materially prejudices and adversely affected the recipient party’s ability of the Vendors to defend against any liability or claim with respect to such Taxes. Any notice shall be accompanied by a Tax Audit copy of any written notice or otherwise exercise their rights hereunderother document received from the applicable taxing authority with respect to such matter. (ciii) Subject So long as Sellers diligently do so, Sellers shall have the right (except as provided in the following two sentences) to Section 10.2(d) and notwithstanding any other term of this Agreementcontrol, at their expense, the Purchaser will control contest of the portions of any Tax Auditaudit, examination or other proceedings relating to Taxes of or with respect to the Companies and the MSC General Partner for periods ending on or before March 31, 2006 relating to Metals Supply and the MSC General Partner and the Closing Date relating to C&L; provided, that: (i) however, that if Sellers elect to control the Vendorscontest, the Companies and Purchasers shall have the right, at the Vendors’ sole cost and their expense, will have the right to participate in such contest; provided further, that in the case that Sellers elect to control such contest, Sellers shall only be entitled to control the contest of the portion of any Tax Audit which relates audit, examination or other proceedings relating to Taxes of or with respect to the Companies for which periods ending on or prior to March 31, 2006 relating to Metals Supply and the Vendors (or any of them) may be liable pursuant MSC General Partner and the Closing Date relating to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. C&L. For the avoidance of doubt, Purchasers and the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(cCompanies and the MSC General Partner (and not Sellers) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the sole right to control the contest of the portion of any Tax Audit solely audit, examination or other proceedings relating to Taxes of or with respect to any Pre-Closing Tax Period; providedthe Companies for periods ending after March 31, that: (i) the Vendors have paid 2006 relating to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit Metals Supply and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, MSC General Partner and the Purchaser, at the Purchaser’s sole cost and expense, will have the right Closing Date relating to participate, C&L. No party hereto shall agree or cause the Group Company settle or compromise any issue related to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations Taxes of or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to the Companies and the MSC General Partner with respect to periods ending on or before March 31, 2006 relating to Metals Supply and the MSC General Partner and the Closing Date relating to C&L or Straddle Periods, which settlement or compromise could reasonably be expected to have any adverse impact on the liability for Taxes hereunder of the other party without such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the other party’s prior written consent of the Purchaser, (which consent will shall not be unreasonably withheld or delayed).

Cooperation on Tax Matters. (a) The Purchaser Buyer, each Group Company and the Vendors will cooperateShareholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other another Party’s request) the provision of records and information that which are reasonably relevant to any such Proceeding Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Each Group Company agrees (i) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and any extensions thereof) of the respective taxable periods, and (ii) the expiration of the to abide by all record retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties heretoagreements entered into with any Governmental Entity, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) to give the Purchaser will not settle other Party reasonable written notice prior to transferring, destroying or otherwise resolve discarding any Tax Audit (such books and will not allow any Group Company to settle or otherwise resolve any Tax Audit)records and, if the other Party so requests, to allow the other Party to take possession of such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayedbooks and records. For the avoidance of doubt, the Purchaser’s control Shareholders’ Representative, and the Shareholders, shall cooperate fully (including the sharing of documentation and information within its possession), as reasonably requested by Buyer so that the Group Companies may determine the portion of their net operating losses or other tax attributes subject to limitation under Sections 382, 383, 384 of the Code or the federal consolidated return regulations (or any corresponding or similar provision of the state, local or foreign income Tax Law) as of the Closing Date and comply with their associated Tax Return preparation requirements. (b) Buyer shall promptly notify the Shareholders’ Representative upon receipt by Buyer or any affiliate of Buyer (including the Merger Sub II after the Closing Date) of written notice of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely Contests or similar events with respect to any Taxes relating to a Pre-Closing Tax PeriodPeriod for which any of the Shareholders may be liable under this Agreement. Following the Closing, Buyer shall control the conduct of any such Tax Contest; provided, that: however, Buyer shall not enter into any settlement of or otherwise compromise any Tax Contest that may increase the Tax liability of the Shareholders or that would give rise to an indemnification claim pursuant to this Agreement without the consent of the Shareholders’ Representative (i) which consent shall not be unreasonably withheld, conditioned or delayed). Buyer shall keep the Vendors have paid Shareholders’ Representative fully and timely informed with respect to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successfulcommencement, in whole or in part, in such contest status and there is a refund or credit against cash Taxes otherwise actually due nature of any such amountsTax Contest. Buyer shall, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) , allow the Vendors will keep the Purchaser reasonably informed Shareholders’ Representative to make comments to Buyer regarding the status conduct of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult or positions taken in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedproceeding.

Cooperation on Tax Matters. (a) The Purchaser Seller, the Company Group, and the Vendors will Purchaser shall reasonably cooperate, as and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended Tax Returns), handling any Tax Contests and making any claims for Tax refunds with respect to the extent reasonably requested by the Company Group members, including (i) maintaining and making available to each other Party, all information and records necessary in connection with the filing such Taxes and preparation of in resolving all disputes with respect to all such Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention Periods and (upon the other Party’s requestii) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding; provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. The Purchaser and the Seller recognize that the Seller and the Purchaser and their respective Affiliates will need access, from time to time after the Closing Date, to certain accounting and tax records and information relating to the Company Group members to the extent such records and information pertain to events occurring prior to the Closing Date. Accordingly, the Purchaser and the Seller agree that, from and after the Closing Date, the Purchaser and the Seller shall and shall cause all books their respective Affiliates and successors to, and the Purchaser shall cause the Company and its Affiliates and successors to, (i) retain and maintain such records for the full period of the applicable statute of limitations with respect to such Taxes, including any extension thereof, and to abide by all record retention agreements entered into with any Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periodsAuthority, and (ii) allow the expiration Purchaser and the Seller and their respective agents and representatives (and agents or representatives of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchasertheir respective Affiliates), on the other handto inspect, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties review and make copies of such matter records as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure party may deem necessary or appropriate from time to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereundertime. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (ai) The Purchaser Buyer and the Vendors will cooperate, as and to the extent Sellers shall reasonably requested by the other Party, cooperate in connection with the preparation and filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records Tax Return with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration members of the statute or period of limitations of the respective taxable periods, and Company Group. (ii) Buyer and the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Company further agree, upon request, to this Section 10.2(a) (use commercially reasonable efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Governmental Authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed (including Taxes with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby). (biii) If any Tax authority informs Buyer and the VendorsCompany, on the one hand, or any of the Group Companies or the Purchaserand Sellers, on the other hand, agree that if any of them receives any proposed notice of an audit or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) examination from any Governmental Authority with respect to Taxes of any Company Group member for any taxable period or portion thereof ending on or prior to the Closing Date, then the recipient of such notice shall, within three (3) business days of the receipt thereof, notify and provide copies of such notice to the other party, as the case may be, in accordance with the notice provisions of Section 13.13. (iv) The Disbursement Agent (on behalf of Sellers) shall prepare and file all federal and state income tax returns of the Company Group for all periods ending before on or prior to the Closing Date or Straddle PeriodsDate, and Buyer agrees to cause each Company Group member to execute each such return applicable to it, except as provided below in this paragraph. The Disbursement Agent (on behalf of Sellers) shall cause each such return to be prepared and, together with all related work papers, delivered to Buyer for review at least 15 business days prior to the party so informed will notify the other parties due date for filing of such matter as soon as practicablereturn. Such returns shall be prepared in accordance with assumptions and practices for returns filed by the Company Group in recent years with respect to the timing of income, deductions, gains and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except losses to the extent that such failure materially prejudices assumptions and practices affect the ability inclusion of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. such items in pre-Closing versus post-Closing taxable periods. If Buyer (cx) Subject to Section 10.2(d) and notwithstanding reasonably determines that any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will such return does not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance comply with the terms of this Agreement. (d) Notwithstanding Section 10.2(c)previous sentence, or that the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due execution of any such amountsreturn would likely subject the applicable Company Group member or the Person executing the return on behalf of the Company Group to civil or criminal penalties, and (y) within five business days after receipt of such refund or credit return, provides written notice of such determination and the specific reasons for such determination to the Disbursement Agent, then such return shall be paid forwarded to the Vendors Neutral Accounting Firm for review. The Neutral Accounting Firm shall report its conclusions to the Disbursement Agent and Buyer within fifteen (15) seven business days of after receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and return indicating whether it concurs with all or part of Buyer's determination and, if so, specifying the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith changes to such return needed to comply with the Purchaser regarding the defense requirements of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit this paragraph and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.avoid civil

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will Parties shall fully cooperate, as and shall cause their representatives to the extent reasonably requested by the fully cooperate, with each other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company (i) relating to any taxable period beginning on or before the Pre-Financial Closing Date Tax Period or (ii) relating to the Straddle Period and/or (iii) which could reasonably be retained until expected (x) to give rise to a Tax Liability of any member of Sellers' Groups or Purchaser German TopCo Group and (y) to give rise to a claim of either Party under this clause 12 or otherwise reasonably relates to this Transaction or the later Carve Out, including the preparation and filing of any Tax Return or any allocation different from that set out in the Carve Out Purchase Price Allocation Schedule, Reverse Carve Out Purchase Price Allocation Schedule or Carve Out Deemed Contribution Allocation Schedule ("Relevant Tax Matter"). Cooperation between Purchaser and Sellers shall also include (but shall not be limited to) (i) the providing and making available by one hundred eighty (180) days after Party to the expiration other Party of the statute or period of limitations of the respective taxable periodsall books, records and information, and (ii) the expiration reasonable assistance of all officers and employees of any member of Sellers' Groups or Purchaser German TopCo Group, to the retention period prescribed extent permitted by applicable Law. Any information obtained pursuant to this Section 10.2(a) (law and necessary or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed useful in connection with such any Relevant Tax Return Proceeding, or as required by applicable LawMatter. (b) If any Tax authority informs the VendorsAfter Closing, on the one handPurchaser shall prepare and file, or cause to be prepared and filed, when due all Tax Returns required to be filed on an individual or consolidated basis by any of the Group Companies or Target Companies, provided, however, that any Tax Returns to the Purchaserextent relating to any Relevant Tax Matter ("Relevant Tax Return") shall be subject to the review and instructions of Sellers, provided that in case of a Straddle Period Tax Return, this shall only apply to that portion of the Straddle Period that ends on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Financial Closing Date or Straddle Periods, the party so informed will notify the any other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure item which can reasonably be expected to give such notice rise to a claim of either Party under this clause 12 or otherwise reasonably relates to this Transaction or the Carve Out. Relevant Tax Returns shall not relieve be consistent with the Vendors of any indemnification obligations policies, procedures, practices and election rights adopted in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability financial statements of the Vendors to defend a relevant Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, period as well as the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Returns for previous Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent periods of the Vendorsrelevant Target Company submitting such Relevant Tax Return, not to be unreasonably withheld, conditioned or delayed. For unless the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.adopted policies,

Cooperation on Tax Matters. (a) The Purchaser Purchaser, the Company, the Principal Stockholders and the Vendors will cooperateStockholders' Agent shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns including any amendments thereto pursuant to this Article 10 Section 8.02 and any audit, Action or Proceeding related theretowith respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such audit, Action or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Purchaser, the Stockholders' Agent and the Principal Stockholders agree (x) to retain all books Books and records Records with respect to Tax matters pertinent to any Group the Company relating to any taxable Tax period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Purchaser, the Stockholders' Agent or the Principal Stockholders, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any Governmental or Regulatory Authority or Taxing Authority; (iiy) to retain all documents and other records for the expiration appropriate period of time as set forth in Treasury Regulation Section 1.6011-4(g) which relate to any Reportable Transaction in which the retention period prescribed by applicable Law. Any information obtained pursuant Company has participated prior to this Section 10.2(athe Closing Date and (z) (to give the other parties reasonable written notice prior to transferring, destroying or otherwise pursuant discarding any such Books and Records and, if another party so requests, to this Agreement) shall be kept confidential by allow the Parties hereto, except as necessary other party to be disclosed in connection with take possession of such Tax Return Proceeding, or as required by applicable LawBooks and Records. (b) If any Tax authority informs The Principal Stockholders or the VendorsStockholders' Agent shall have the right to control and to represent the Company and its Subsidiaries, on through professionals of their own choosing, at the one hand, or any expense of the Group Companies or the PurchaserCompany, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such audits or other Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except proceedings to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Auditmay be entitled to indemnification under Section 7.01(a); provided, that: however, that (ix) the Vendors, at the Vendors’ sole cost and expense, will Purchaser shall have the right to participate through counsel of its own choosing and at its own expense in any such audit or other Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; proceeding and (iiy) neither the Purchaser will not settle Principal Stockholders nor the Stockholders' Agent shall be entitled in any way to compromise, release, waive, settle, modify or otherwise resolve pay any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement Taxes or other resolution relates claims with respect to Taxes for which Vendors (the subject matter of the audit or any of them) may be liable pursuant to Article 9, other Tax proceeding without the prior written consent of the VendorsPurchaser, which shall not to be unreasonably withheld, conditioned withheld or delayed, to the extent such compromise, release, waiver, settlement, modification or payments of such Taxes or other claims may reasonably be expected to adversely impact Purchaser or any of its Affiliates, including the Company and its Subsidiaries in any Post-Closing Tax Period. For the avoidance of doubtWith respect to Straddle Tax Periods Tax Returns, the Purchaser’s Purchaser and the Stockholders' Agent shall jointly assume control of any Tax Audit pursuant audit and shall reasonably cooperate in an effort to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to conclude such Tax Audit in accordance with the terms audit without an assessment of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Periods or Post-Closing Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole Period Tax liability. Settlement or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due compromise of any such amounts, such refund or credit Straddle Tax Period audit shall be paid to require the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the PurchaserPurchaser and the Stockholders' Agent, which consent will shall not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (ai) The Purchaser Buyer, Target, and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 9(c) and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Target and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company Target relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or 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, Target or Sellers, as the case may be, shall allow the other Party to take possession of such books and records. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Buyer and Sellers further agree, upon request, to this Section 10.2(a) (use their best efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any governmental authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed (including, but not limited to, with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby). (biii) If any Tax authority informs the VendorsBuyer and Sellers further agree, on the one handupon request, or any of the Group Companies or the Purchaser, on to provide the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) party with respect all information that either party may be required to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, report pursuant to Code Section 6043 and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunderall Treasury Regulations promulgated thereunder. (civ) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will Buyer shall not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the VendorsSellers file, not or cause to be unreasonably withheldfiled, conditioned any amended Tax Return or delayed. For the avoidance of doubtclaim for Tax Refund, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Prethe Target for pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to filing may adversely affect the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent liability of the PurchaserSellers, which consent will not be unreasonably withheld or delayedunless advised in writing that such filing is required by law.

Cooperation on Tax Matters. (a) The Purchaser Buyer, Target and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other another Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other another Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding 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 Purchaser Buyer will cause all books and records advise Sellers’ Representative within thirty (30) days after Buyer is given written notice by the Internal Revenue Service or other taxing authority of its intention to conduct an audit of Target with respect to Tax matters pertinent to any Group Company relating to any taxable the period beginning on or before the Closing Date Date. Buyer will use commercially reasonable efforts to be retained until provide to Sellers’ Representative and to any accountant designated by Seller’s’ Representative (the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax AuditDesignated Accountant”) on an ongoing basis copies of Target records, correspondence with the Internal Revenue Service and other non-privileged documents requested by Sellers’ Representative that pertain only to the audit of Target with respect to periods ending the period before the Closing Date or Straddle Periods, Date. Sellers’ Representative and the party so informed will notify the other parties of such matter as soon as practicable, Designated Accountant may comment and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely provide input with respect to any Pre-Closing Tax Periodthe matters that are the subject of the audit; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that Buyer will have no liability for failure to the extent the Vendors are successful, in whole take into account such comments or in part, in such contest and other input. If there is a refund dispute regarding the payment by Buyer or credit against cash Taxes otherwise actually due Target of any amount alleged to be due by virtue of such amountsaudit, such refund or credit dispute shall be paid resolved through the dispute resolution procedure in Section 12.12, except that the arbitrator shall be the CPA Firm, unless the CPA Firm is unable or unwilling to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participateserve as arbitrator, in such Tax Audit; (v) which event the Vendors will provide to arbitrator shall be chosen in the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority manner provided in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedSection 12.12.

Cooperation on Tax Matters. (ai) The Purchaser Buyer and the Vendors will cooperateSeller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing and preparation of Tax Returns pursuant to this Article 10 Section 9(h) and any Proceeding related thereto. Such cooperation will include the retention and (upon the audit, litigation or other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Buyer and the Seller shall (A) retain all books and records in their possession with respect to Tax matters pertinent to any Group each Acquired Company or the Partnership relating to any whole or partial taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by the Buyer or the 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 (iiB) give the expiration other Party at least sixty (60) days prior written notice before transferring, destroying or discarding any such books and, if the other Party so requests during such sixty (60) day period, the Buyer or the Seller, as the case may be, shall allow the other Party to make copies of or take possession of such Records. Following the retention period prescribed by applicable Law. Any information obtained pursuant Closing Date, each Party shall afford the other Party and its accountants, and counsel, during normal business hours, upon reasonable request, full access to this Section 10.2(a) the Records and to such Party’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Party accessing the Records (or otherwise pursuant other than for reasonable out-of-pocket expenses); provided that such access shall not be construed to this Agreement) shall be kept confidential by require the Parties heretodisclosure of Records that would cause the waiver of any attorney-client, except as necessary to be disclosed in connection with such Tax Return Proceedingwork product, or as required by like privilege or cause the breach of any confidentiality agreement; provided, further that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. (bii) If The Buyer and the Seller 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 authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies that could be imposed (a “Tax Audit”) including with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereundertransactions contemplated hereby). (ciii) Subject The Buyer and the Seller agree, upon request, to Section 10.2(d) and notwithstanding any provide the other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) Parties with all information that such other Parties may be liable required to report pursuant to Article 9; Sections 751 and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent 6050K of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this AgreementCode and all Treasury Department Regulations promulgated thereunder. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser 9.3.1 Buyer, the AlphaCare Companies and the Vendors will cooperateSeller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoTax proceeding. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause the AlphaCare Companies and Seller, agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company the AlphaCare Companies relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (iiB) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the AlphaCare Companies or Seller, as the case may be, shall allow the other party to take possession of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (such books and records. 9.3.2 Buyer shall provide Seller with notice of any written inquiries, audits, examinations or otherwise pursuant to this Agreement) shall be kept confidential proposed adjustments by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, Internal Revenue Service or any of the Group Companies or the Purchaserother Taxing Authority, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect relate to any Pre-Closing Tax Period; provided, that: Periods within thirty (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (1530) days of receipt of such notice. Seller shall have the sole right to represent the interests of the AlphaCare Companies in any Tax audit or creditother Proceeding relating to any Pre-Closing Tax Periods, together to employ counsel of its choice at its own expense, and to settle any issues and to take any other actions in connection with any interest received or credited in respect thereof)such Proceedings relating to such taxable periods; (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding provided, however, that Seller shall use reasonable efforts to inform Buyer of the status of any such Tax Audit Proceedings, shall provide Buyer (at Buyer’s cost and the Purchaser will be provided expense) with copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Auditpleadings, correspondence, and the Purchaserother documents as Buyer may reasonably request, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide shall consult with Buyer prior to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect settlement of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; Proceedings and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without shall obtain the prior written consent of Buyer prior to the Purchasersettlement of any such Proceedings that would affect Buyer in any taxable period ending after the Closing Date, which consent will shall not be unreasonably withheld withheld; provided further, however, that Buyer and counsel of its own choosing shall have the right to participate in, but not direct, the prosecution or delayed.defense of such Proceedings at Buyer’s sole expense, including specifically any such Proceedings related to the Section 338(h)(10)

Cooperation on Tax Matters. Sellers’ Representative and Buyers’ Representative shall (aand Buyers’ Representative shall cause the Companies to) The Purchaser and the Vendors will cooperatecooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 11.8(b) or Section 11.8(f) and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes of either Company. Such cooperation will shall include the retention and (upon the other Party’s reasonable request) the provision of records and information that are reasonably relevant to any such Proceeding audit, litigation or other proceeding and making employees and, as applicable, outside Tax advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that, for the avoidance of doubt, with respect to any of Sellers’ consolidated Tax Returns that may include either Company, Sellers’ Representative shall only be obligated to provide a pro forma Tax Return for each Company, if relevant and reasonably requested by Buyers’ Representative, and shall under no circumstances be obligated to provide a consolidated Tax Return filed by a Seller, Sellers’ Representative or any Affiliate of a Seller. The Purchaser will Sellers and Buyers shall (and Buyers’ Representative shall cause the Companies to) retain all books and records with respect to Tax matters pertinent to any Group either Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) Period or Straddle Period until the Vendors have paid to expiration of the applicable Governmental Authority all amounts statute of limitations (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that and, to the extent the Vendors are successfulnotified by Sellers’ Representative or Buyers’ Representative, in whole or in part, in such contest any extensions thereof) and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together abide by all record retention agreements entered into with any interest received or credited in respect thereof); Tax Authority. Sellers’ Representative and Buyers’ Representative shall (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or Buyers’ Representative shall cause the Group Company Companies to), upon request, use commercially reasonable efforts to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on obtain any representations certificate or submissions proposed to be made to a other document from any Governmental Authority in respect of such or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Audit and to attend any conference call or meeting with any such Governmental Authority that could be imposed with respect to such matters; either Company or with respect to the transactions contemplated by this Agreement. Sellers’ Representative and Buyers’ Representative shall (vi) and Buyers’ Representative shall cause the Vendors will not settleCompanies to), resolve or abandon such Tax Audit without upon request, provide the prior written consent other Party with all information that may be required to report pursuant to Section 6043A of the Purchaser, which consent will not be unreasonably withheld or delayedCode and the Treasury Regulations promulgated thereunder with respect to the transactions contemplated by this Agreement.

Cooperation on Tax Matters. (ai) The Purchaser Buyer and the Vendors will cooperateShareholders shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns returns pursuant to this Article 10 Section 5.10 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Buyer and the Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company the Acquired Companies relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or the Shareholders, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any Taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer (on behalf of the Acquired Companies) or the Shareholders, as the case may be, shall allow the other party to take possession of such books and records. (ii) Chemed will allow the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Acquired Companies and their counsel to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and participate in any event within fifteen audits of Chemed's consolidated income (15and franchise) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except returns to the extent that such failure materially prejudices returns relate to the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser Acquired Companies. Chemed will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for audit in a manner which Vendors (or any of them) may be liable pursuant to Article 9, would adversely affect the Acquired Companies after the Closing Date without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this AgreementBuyer. (diii) Notwithstanding Section 10.2(c)Buyer and the Shareholders further agree, the Vendorsupon request, at the Vendors’ sole cost and expenseto use their best efforts to obtain any certificate or other document from any Government Entity or any other person as may be necessary to mitigate, will have the right to control reduce or eliminate any Tax Audit solely that could be imposed (including, but not limited to, with respect to any Pre-Closing Tax Period; providedthe transactions contemplated hereby). (iv) Buyer and the Shareholders further agree, that: (i) upon request, to provide the Vendors have paid other party with all information that either party may be required to report pursuant to Section 6043 of the applicable Governmental Authority Code and all amounts regulations of the Treasury Department promulgated thereunder (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will parties shall reasonably cooperate, as and shall cause their respective Affiliates and their respective directors, officers, employees, agents, auditors and representatives reasonably to the extent reasonably requested by the cooperate, in preparing and filing all Returns and in resolving all Actions relating to Taxes (“Tax-related Actions”), including maintaining and making available to each other Party, all records necessary in connection with Taxes of the filing and preparation of Tax Returns pursuant to this Article 10 Acquired Entities and any Proceeding related theretoTaxes relating to the assets or liabilities of the Acquired Entities (including the Excluded Assets and Excluded Liabilities). Such cooperation will include Notwithstanding anything to the retention contrary in this Agreement, the Acquired Entities shall retain in their possession, and shall provide Seller access to (upon including the other Party’s request) the provision of records and information that are reasonably relevant right to any make copies of), such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all supporting books and records and any other materials that Seller may request with respect to Tax matters pertinent to any Group Company relating to Taxes for which Seller or its stockholders are liable under this Agreement or otherwise, shall promptly furnish to Seller copies of all correspondence received from any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed Governmental Authority in connection with such Tax Return Proceedingany Tax-related Action, and shall execute or as required cause to be executed powers of attorney or other necessary documents in order for Seller to exercise its control over any Tax-related Action controlled by applicable Law. (b) If any Tax authority informs Seller pursuant to Section 6.3. Buyer shall, and shall cause the VendorsAcquired Entities to, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicablerespond promptly, and in any event within fifteen no later than thirty (1530) Business Days days after the receipt of so being informed a request from Seller for Tax-related information (including requests for information relating to an information document request or similar request by any Governmental Authority) pertaining to Seller or the Acquired Entities for any matters relating to Taxes for which Seller or its stockholders are liable under this Agreement or otherwise. To the extent Seller’s information request pertains to a matter for which Seller is liable under this Agreement, failure or delay by Buyer in providing such information to Seller shall eliminate Seller’s indemnity obligations with respect to the item that is the subject of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except information request to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunderSeller is prejudiced thereby. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser REIT and the Vendors will cooperate, as and to the extent reasonably requested by the other Party, Xxxxxxx shall cooperate fully in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any audit, litigation or other Proceeding related theretowith respect to Taxes of the Companies. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other Proceeding and making employees available during normal business hours on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause REIT agrees: (i) to retain all books and records with respect to Tax matters pertinent to any Group Company the Companies relating to any taxable period beginning before the Closing Date until the later of the expiration of the federal statute of limitations (and any extensions thereof) or seven (7) years after the filing of such Tax Returns, and to abide by all record retention agreements entered into with any taxing authority; and (ii) to give Xxxxxxx reasonable written notice prior to transferring, destroying or discarding any such books and records and, if so requested, Xxxxxxx shall be allowed to take possession of such books and records. (b) Xxxxxxx shall have the right to elect to control any audit or examination by any taxing authority, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Taxes of the Companies that relates solely to any taxable period that ends on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Pre-Closing Tax AuditPeriod”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit); provided, that: however, that REIT shall promptly notify Xxxxxxx of any audit, Proceeding or other event described in the preceding clause of this sentence (i) the Vendorsan “Event”), at the Vendors’ sole cost and expenseprovided further, will however, REIT shall have the right to participate in such Event and consult with Xxxxxxx with respect to the resolution of any Tax Audit which relates issue relating to Taxes for which the Vendors (arising as a result of or any of them) may be liable pursuant to Article 9; in connection with such Event and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9Xxxxxxx shall not, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) REIT (which shall not be interpreted as limiting unreasonably conditioned, withheld or delayed), finally settle, compromise or resolve any right to indemnification matter related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will Event. REIT shall have the right to control any Tax Audit Event that does not relate solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided however, that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit Xxxxxxx shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, participate in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit Event and to attend any conference call or meeting consult with any such Governmental Authority REIT with respect to the resolution of any issue relating to Taxes arising as a result of or in connection with such matters; Event and (vi) the Vendors will not settleREIT shall not, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, Xxxxxxx (which consent will shall not be unreasonably conditioned, withheld or delayed), finally settle, compromise or resolve any matter related to such Event if such final settlement, compromise or resolution would result in liability to Xxxxxxx. To the extent there is any conflict between this Section 6.2(b) and Sections 5.4 (a)-(c), the provisions set forth above shall control.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors will cooperateCompany shall cooperate fully, as and to the extent reasonably requested by the other Partyothers, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Sections 7.1 and 7.2 or otherwise, and any Proceeding related theretoaudit, examination, litigation, or other Action with respect to Taxes (each, a “Contest”) and will provide prompt written notice thereof. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding Tax Return filing or Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs After the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle PeriodsClosing, the party so informed will notify ESOT shall make available to the other parties of Company such matter as soon as practicable, books and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except records to the extent that such failure materially prejudices reasonably necessary for a reasonable purpose related to the ability ESOT’s ownership of the Vendors Purchased Securities prior to defend a Tax Audit or otherwise exercise their rights hereunderthe Closing. (c) Subject If requested by the Buyer, the Company and the ESOT will reasonably cooperate with the Buyer to Section 10.2(d) and notwithstanding obtain any certificate or other document from any Governmental Entity or any other term of this AgreementPerson as may be necessary to mitigate, the Purchaser will control reduce or eliminate any Tax Audit; provided, that: (i) that could be imposed upon the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (Company or any of them) may be liable pursuant Subsidiary (including, but not limited to, with respect to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax AuditTransactions contemplated hereby), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement.11552395v19 (d) Notwithstanding Section 10.2(c), To the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid extent received prior to the applicable Governmental Authority three year anniversary of the Closing Date, all amounts (if any) required Tax refunds and overpayments relating to be paid in order to contest such Tax Audit under applicable Laws (provided that Taxable periods or any portion thereof ending on or prior to the extent the Vendors are successfulClosing Date, whether received in whole cash or in partapplied to a subsequent Taxable period, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to solely for the Vendors within fifteen (15) days benefit of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax AuditESOT, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or Buyer shall cause the Group same to be deposited with the Escrow Agent to constitute part of the Escrow Fund. (e) The Buyer, the Company to which such Tax Audit relatesand the ESOT further agree, upon request, to participate, in such Tax Audit; (v) provide the Vendors will provide other parties with all information that any party may be required to the Purchaser a reasonable opportunity report pursuant to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent Section 6043 of the Purchaser, which consent will not be unreasonably withheld or delayedCode and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (a) The Purchaser Sellers’ Representative and Parent shall, and shall cause the Vendors will cooperateAcquired Companies and their respective Affiliates to, as reasonably cooperate in preparing and filing all Tax Returns, including maintaining and making available to each other all records or information and personnel that may be relevant for the extent reasonably requested preparation of any Tax Returns, the determination of amounts due or payable hereunder in respect of Taxes, any audit or other examination by the other Partyany Governmental Entity, in connection with the filing and preparation of any claim for a refund of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include or for the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation allowance of any material provided hereunderTax credit, or any judicial or administrative proceedings relating to liability for Taxes with respect to all Tax Periods. The Purchaser will Sellers and Parent agree, and Parent following the Closing Date agrees to cause each of the Acquired Companies to, (i) retain all books and records with respect to Income Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Acquired Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect relating to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to Period until the applicable Governmental Authority statute of limitations with respect to Income Taxes for such Acquired Company has expired and to abide by all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together record retention agreements entered into with any interest received or credited in respect thereof)Governmental Entity; (ii) allow such party, at times and dates mutually acceptable to the Vendors will pursue parties, to inspect, review and make copies of such Tax Audit diligently records as 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 in good faith; (iii) give the Vendors will keep Sellers’ Representative reasonable written notice prior to transferring, destroying or discarding any books and records relating to Income Taxes for any Pre-Closing Tax Period of any of the Purchaser reasonably informed regarding the status Acquired Companies and, if Sellers’ Representative so requests, to allow Sellers’ Representative to take possession of such Tax Audit books and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedrecords.

Cooperation on Tax Matters. (ai) The Purchaser Seller, the Company and the Vendors will cooperateBuyer shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 8.11 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will 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 party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Seller agrees to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority and to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer shall allow Seller to take possession of such books and records. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) Buyer shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit proceeding related to a pre-Closing Tax year of the Company which relates to Taxes may have the effect of increasing Buyer's or the Company's Tax liability for which any Tax period ending after the Vendors (or any of them) may be liable pursuant to Article 9; Closing, and (ii) the Purchaser will Seller shall not settle or otherwise resolve compromise any such proceeding without Buyer's prior written consent (which shall not be unreasonably withheld); PROVIDED HOWEVER, Buyer hereby agrees to consent if Seller fully indemnifies Buyer for any increase in Buyer's or the Company's Tax liability. (iii) Buyer and Seller further agree, upon request by the other, 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 Audit that could be imposed (and will including, but not allow any Group Company limited to, with respect to settle or otherwise resolve any Tax Auditthe transactions contemplated hereby), if such settlement or other resolution relates to Taxes for which Vendors . (or any of themiv) may be liable pursuant to Article 9, without Without the prior written consent of the Vendors, (which shall not to be unreasonably withheld) of Buyer, conditioned neither Seller nor the Company shall make or delayed. For change any election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the avoidance Company, surrender any right to claim a refund of doubtTaxes, or take any other similar action, or omit to take any action relating to the Purchaser’s control filing of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting Return or the payment of any right to indemnification related to Tax, if such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will action or omission would have the right effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company, Buyer or any Affiliate of Buyer. Seller shall notify Buyer of any consent to control any extension or waiver of the limitation period applicable to any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid claim or assessment relating to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors Company within fifteen (15) days of receipt making such consent or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedwaiver.

Cooperation on Tax Matters. (ai) The Purchaser Buyer and the Vendors will cooperateSeller Entities shall cooperate fully, as and to the extent reasonably requested by the other PartyParties, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 9 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s 's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Buyer and the Seller Entities agree (A) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by the Buyer or the Seller Entities, 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 Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if another Party so requests, the Buyer or the Seller Entities, as the case may be, shall allow the other party to take possession of such books and records. (ii) The Buyer and the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Seller Entities further agree, upon request, to this Section 10.2(a) (use commercially reasonable efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Taxing Authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed (including, but not limited to, with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby). (biii) If any Tax authority informs The Buyer and the VendorsSeller Entities further agree, on upon request, to provide the one hand, or any other party with all information that either party may be required to report pursuant to Section 6043 of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, Code and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunderall Treasury Department Regulations promulgated thereunder. (civ) Subject Notwithstanding anything to Section 10.2(d) and notwithstanding any other term of the contrary set forth in this Agreement, the Purchaser Seller Entities and the Buyer will control any use their best efforts to concur with both Tax Audit; providedand GAAP percentage of completion calculations and accrual method time and material calculations as of the Closing Date, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company concur on a consistent treatment as to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without treatment under the prior written consent “mid-contract” provisions of the VendorsCode, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relatesincluding, to participateachieve such consistency, in such an appropriate Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedlook back calculation.

Cooperation on Tax Matters. (a) The Purchaser Each of Buyer and the Vendors will cooperateSeller shall, and Buyer shall cause its Affiliates to, cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant with respect to this Article 10 the Copley Midwest Subsidiaries or the Copley Midwest Business and any audit, litigation or other Proceeding related theretowith respect to Taxes, including any Tax Claim. Such cooperation will shall include the retention and (upon the request of the other Party’s requestparty) the provision of records and information that are reasonably relevant to any such Tax Returns or 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 Purchaser will Buyer and Seller agree, and Buyer shall cause its Affiliates, (A) to retain all books and records with respect to Tax matters pertinent to any Group Company relating to the Copley Midwest Subsidiaries for any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (iiB) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or Seller shall, and Buyer shall cause its Affiliates to, allow such party to take possession of the retention period prescribed by applicable Lawsuch books and records. Any information obtained pursuant Buyer and Seller further agree, upon request, to this Section 10.2(a) (use, and Buyer shall cause its Affiliates to use, their respective Commercially Reasonable Efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Tax Authority or any other person as may be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceedingmitigate, reduce or as required by applicable Law. (b) If eliminate any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies that could be imposed (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely including with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedtransactions contemplated by this Agreement).

Cooperation on Tax Matters. (a) The Purchaser A. NetLojix shall have the responsibility for, and the Vendors will cooperateright to control, at its expense, the audit (and disposition thereof) of any Tax Return of CWE(2) relating to periods ending on or prior to the Closing Date. The Shareholder Representative shall have the right directly or through his designated representatives, to review in advance and comment upon all submissions made in the course of audits or appeals thereof to any Governmental Entity relating to periods ending or treated by this Agreement as ending on or prior to the Closing Date. B. The Werths shall, and shall cause the other Shareholders and their respective Affiliates to, cooperate fully, as and to the extent reasonably requested by the other PartyNetLojix, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause . C. NetLojix and the Werths agree (i) to retain all books and records with respect to Tax matters pertinent to any Group Company CWE(2) relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by NetLojix or the Shareholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, CWE(2) or the Shareholder Representative, as the case may be, shall allow the other party to take possession of the retention period prescribed by applicable Lawsuch books and records. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by any other Section hereof providing for the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any sharing of the Group Companies information or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control review of any Tax Audit pursuant Return or other Schedule relating to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid subject to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedSection 9.9.

Cooperation on Tax Matters. (ai) The Purchaser Sellers, the Company and the Vendors will cooperateBuyer shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 8.11 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will 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 Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Sellers agree to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority and to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Sellers shall allow Buyer to take possession of such books and records. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) Buyer shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit proceeding related to a Pre-Closing Tax of the Company which relates to Taxes may have the effect of materially increasing the Company’s Tax liability for which any Tax period ending after the Vendors (or any of them) may be liable pursuant to Article 9; Closing Date, and (ii) the Purchaser will Sellers shall not settle or otherwise resolve compromise any such proceeding without Buyer’s prior written consent; provided however, Buyer hereby agree to consent if Sellers fully indemnify Buyer for any material increase in Buyer’s or the Company’s Tax liability. (iii) Buyer and Sellers further agree, upon request by the other, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Audit that could be imposed (and will including, but not allow any Group Company limited to, with respect to settle or otherwise resolve any Tax Auditthe transactions contemplated hereby), if such settlement or other resolution relates to Taxes for which Vendors . (or any of themiv) may be liable pursuant to Article 9, without Without the prior written consent of the Vendors, (which shall not to be unreasonably withheld) of Buyer, conditioned neither Sellers nor the Company shall make or delayed. For the avoidance of doubtchange any election, the Purchaser’s control of change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax Audit pursuant claim or assessment relating to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms Company, grant a power of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely attorney with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid claim or assessment relating to the Company, consent to any extension or waiver of the limitation period applicable Governmental Authority all amounts (if any) required to be paid in order to contest such any Tax Audit under applicable Laws (provided that claim or assessment relating to the extent the Vendors are successfulCompany, in whole or in part, in such contest and there is surrender any right to claim a refund of Taxes, or credit against cash Taxes otherwise actually due take any other similar action, or omit to take any action relating to the filing of any such amounts, such refund Tax Return or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies payment of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of Tax, if such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will action or omission would have the right to participate, effect of increasing the present or cause the Group Company to which such future Tax Audit relates, to participate, in such liability or decreasing any present or future Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent asset of the PurchaserCompany, which consent will not be unreasonably withheld Buyer or delayedany Affiliate of Buyer in any material way.

Cooperation on Tax Matters. (ai) The Purchaser Buyer, the Companies, and the Vendors will cooperateStockholders shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Companies and the Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company the Companies relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (iiB) to give the expiration of other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by other party so requests, the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or Stockholders, as the Purchasercase may be, on shall allow the other handparty to take possession of such books and records. Notwithstanding the foregoing, the Principal Stockholders shall have the right, at their sole and absolute discretion and at their own expense, to control the contest of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement litigation or other resolution relates to Taxes for proceeding which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successfulapplies, in whole or in part, to a taxable period for which the Principal Stockholders are providing indemnification pursuant to this Agreement; provided, that, Buyer and counsel of its own choosing shall have the right, at its own expense, to participate fully in all aspects of such contest audit, litigation or other proceeding; and there is a refund or credit against cash Taxes otherwise actually due of provided further that the Principal Stockholders shall not settle any such amountsaudit, such refund litigation or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit other proceeding without the prior written consent of the PurchaserBuyer, which consent will shall not be unreasonably withheld withheld. (ii) Buyer and Stockholders further agree, upon request, to use their best efforts to obtain any certificate or delayedother 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. (a) The Purchaser Purchasers, the Subject Companies and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 9.2 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding 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 Purchaser will Purchasers and Sellers each shall cause the Subject Companies: (i) to retain all books and records with respect to Tax matters pertinent to any Group Company the Subject Companies and their subsidiaries relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the applicable statute or period of limitations (and, to the extent notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give Purchasers and Sellers reasonable written notice prior to transferring, destroying or discarding any such books and records and, to the expiration extent requested by Purchasers or Sellers, as the case may be, to allow any such requesting party to take possession of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Lawbooks and records. (b) If Purchasers and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax authority informs the Vendorsthat could be imposed (including, on the one handbut not limited to, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periodstransactions contemplated hereby). Purchasers and Sellers further agree, the party so informed will notify upon reasonable written request, to provide the other parties of such matter as soon as practicableParty with all information that either Party may be required to report pursuant to any applicable Tax laws, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure including pursuant to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability §6043 or §6043A of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (Code or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreementregulations promulgated thereunder. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Subject to ‎Section 8.04(b), Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business, the Purchased Assets, the Assumed Liabilities and the Vendors will cooperatePurchased Subsidiaries (including access to books and records) as is reasonably necessary for the filing of all Tax Returns (including any report required pursuant to Section 6043A of the Code and all Treasury Regulations promulgated thereunder), the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Buyer and Seller shall (i) retain all books and records with respect to Taxes pertaining to the Business, the Purchased Assets, the Assumed Liabilities or the Purchased Subsidiaries until the expiration of any applicable statute of limitations and abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority, and (i) use commercially reasonable efforts to provide the other party with at least 30 days’ prior written notice before destroying any such books and records, during which period the party receiving the notice can elect to take possession, at its own expense, of such books and records. Seller and Buyer shall cooperate with each other fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation conduct of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company audit or other proceeding relating to any taxable period beginning on Taxes involving the Business, the Purchased Assets, the Assumed Liabilities or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable LawPurchased Subsidiaries. (b) If any Tax authority informs Notwithstanding anything to the Vendorscontrary in this Agreement, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices solely relating to the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this AgreementPurchased Subsidiaries, the Purchaser will control any Tax Audit; providedPurchased Assets or the Assumed Liabilities, that: (i) the Vendors, at the Vendors’ sole cost Seller and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) its Affiliates shall not be interpreted as limiting required at any time to provide to Buyer any right to indemnification related access or to review any Tax Return or Tax work papers of Seller, any Seller Group, or any Affiliate of Seller (such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c)Returns or Tax work papers, the Vendors, at the Vendors’ sole cost and expense, will have the right to control any “Seller Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereofRecords”); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will cooperateSellers agree to use commercially reasonable efforts to furnish, or cause to be furnished to the other upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the extent Purchased Assets, the Business, and the Assumed Liabilities as is reasonably requested by the other Party, in connection with necessary for the filing and of any Tax Return, the preparation for any Tax audit, or the prosecution or defense of any claim or proceeding relating to any proposed Tax adjustment relating to the Purchased Assets, the Business or the Assumed Liabilities. Without limiting the generality of the foregoing, the Sellers shall provide the Purchaser with a copy of all Tax Returns pursuant arid Tax records relating to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderPurchased Assets. The Purchaser will cause and the Sellers shall keep all books such information and records documents received by them confidential unless otherwise required by Law. The Purchaser and the Sellers shall cooperate with each other as reasonably necessary to effect the foregoing. The Purchaser and the Sellers agree, upon request by the other, 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 could be imposed with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to transactions contemplated under this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right Sellers agree to participateretain, or cause the Group Company to which such Tax Audit relatesbe retained, to participate, in such Tax Audit; (v) the Vendors will provide all books and records pertinent to the Purchaser a reasonable opportunity Purchased Assets, the Business and the Assumed Liabilities until the applicable period for assessment of Taxes under applicable Law (giving effect to comment on any representations and all extensions or submissions waivers) has expired and such additional period as necessary for any administrative or judicial proceedings relating to any proposed to be made to a Governmental Authority in respect of such Tax Audit assessment, and to attend any conference call or meeting abide with all record retention agreements entered into with any such Governmental Authority with respect Entity relating to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedTaxes.

Cooperation on Tax Matters. After the Closing Date: (ai) The Purchaser TranS1, Surviving Corporation and the Vendors will cooperateSecurityholder Representatives shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 8.5(c) and any Proceeding related thereto. Such cooperation will include the retention audits of, or disputes with Governmental Entities regarding, any Taxes or Tax Returns of Baxano or Surviving Corporation and (upon take any actions reasonably requested by the other Party’s requestparty in connection therewith; (ii) the provision of records TranS1 and information that are Surviving Corporation shall make available to one another and to any Governmental Entity, as reasonably requested in connection with any Tax Return described in this section or any audit, litigation, or other Proceeding with respect to Taxes, all reasonably relevant information relating to any such Proceeding Taxes or Tax Returns of Baxano or Surviving Corporation, and making make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause ; (iii) TranS1, Surviving Corporation and the Securityholder Representatives shall furnish one another with copies of all correspondence received from any Governmental Entity in connection with any Tax audit or information request with respect to any Pre-Closing Tax Period; (iv) TranS1 and Surviving Corporation shall use their respective best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed (including, without limitation, with respect to the transactions contemplated hereby); (v) TranS1, Surviving Corporation and the Securityholder Representatives shall upon request, provide to each other all information that the other party may be required to report pursuant to Sections 6043 or 6043A of the Code, or Treasury Regulations promulgated thereunder; and (vi) TranS1 and Surviving Corporation shall retain all books and records with respect to Tax matters pertinent to any Group Company Baxano or Surviving Corporation relating to any taxable Tax period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by TranS1 or the Securityholder Representatives, any extensions thereof) of the respective taxable periods, and (ii) to abide by all record retention agreements entered into with any Governmental Entity, and to give the expiration of other Person reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties heretoother Person so requests, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies TranS1 or the PurchaserSecurityholder Representatives, on as the case may be, shall allow the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect Person to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties take possession of such matter as soon as practicable, books and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunderrecords. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (ai) The Purchaser Buyer and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other any Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 for the Purchased Businesses, including without limitation any REMICs listed on the Business Schedules, and any Tax Proceeding related theretoin respect of the Purchased Businesses. Such cooperation will shall include the retention and (upon the other any Party’s 's request) the provision of records and information that which are reasonably relevant to any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause Buyer and the Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained Purchased Businesses until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of (and, to the extent notified by the other Party, any extensions thereof) for 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, such Party shall allow the other Party to take possession of such books and records. (ii) To facilitate the expiration Buyer's decision on whether to acquire assets through an election to purchase the Shares of a Subject Subsidiary under Section 2.1(b), and whether to effect a Section 338 Election in respect to one or more Subject Subsidiaries, the retention period prescribed by applicable Law. Any Sellers shall deliver to the Buyer as promptly as practicable following the execution and delivery of this Agreement any and all information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential reasonably requested by the Parties hereto, except as necessary to be disclosed Buyer in connection with such determining the expected Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any consequences of the Group Companies or transactions contemplated by this Agreement (such information to include, without limitation, information regarding the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes Tax attributes of the Group Companies (a “Tax Audit”) with respect to periods ending before Sellers including information regarding the Closing Date or Straddle Periods, adjusted tax basis of each asset owned by any Selling Subsidiary). Such information shall be provided at the party so informed will notify Sellers' expense and shall be the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Auditmost current information reasonably available; provided, that: (i) the Vendorshowever, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if that all such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit information shall be paid to the Vendors within fifteen (15) days current as of receipt or credita date no earlier than September 30, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed2002.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors will cooperateCompany Stockholders and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall include, as and but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the other Party, in connection with the party filing and preparation of such Tax Returns pursuant as is relevant to this Article 10 and any Proceeding related theretotheir preparation. Such cooperation will and information also shall include the retention and (upon the other Party’s request) the without limitation provision of records powers of attorney for the purpose of signing Tax Returns and information that are reasonably relevant defending audits promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any such Proceeding taxing authority which relate to the Company or the Subsidiaries, and making providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any taxing authority and records concerning the ownership and tax basis of property, which the requested party may possess. The Buyer and the Company and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional information and explanation of any material documents or information provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the Buyer shall, and shall cause the Company and the Subsidiaries to, retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, such entities for all taxable periods ending on or prior to the Closing Date to the extent the Buyer, the Company or any Subsidiary received or had possession of such records on the Closing Date. Thereafter, the Buyer shall not destroy or dispose of any such Returns, books or records unless it first offers such Returns, books and records to the Company Stockholders in writing and the Company Stockholders fails to accept such offer within sixty (60) days of its being made. (c) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the Company Stockholders shall retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, the Company and the Subsidiaries for all taxable periods ending on or prior to the Closing Date to the extent the Company Stockholders did not deliver such records to the Buyer, the Company or any Subsidiary. Thereafter, the Company Stockholders shall not destroy or dispose of any such Tax Returns, books or records unless it first offers them to the Buyer in writing and the Buyer fails to accept such offer within sixty (60) days of its being made. (d) If the Buyer or any Tax authority informs of the Vendors, Company and the Subsidiaries (as the case may be) on the one hand, or any of the Group Companies or the Purchaser, Company Stockholders on the other, fails to provide any information requested by the other handparty in the time specified herein, or if no time is specified pursuant to this Section 7.3, within a reasonable period, or otherwise fails to do any act required of any proposed or actual auditit under this Section 7.3, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, then the party failing to so informed will notify provide the other parties of information or do such matter as soon as practicableact shall be obligated, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term provision of this Agreement, to indemnify the Purchaser will control party requesting the information or act and shall so indemnify the requesting party and hold such party harmless from and against any Tax Audit; providedand all costs, that: (i) the Vendorsclaims or damages, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. Notwithstanding the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubtforegoing, the Purchaser’s control of party that failed to deliver the information or do the act requested, shall in no event be obligated to make any Tax Audit payments pursuant to this Section 10.2(c7.3(d) shall not or otherwise be interpreted as limiting any right liable, if such party used all reasonable commercial efforts to indemnification related to such Tax Audit in accordance with provide the terms of this Agreementrequested information or perform the requested act. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (ai) The Purchaser Buyer and Seller shall (and each shall cause CEM, CPI, the Investor Subsidiaries, the Service Subsidiaries and the Vendors will cooperateProject Companies to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing and preparation of Tax Returns pursuant to this Article 10 Section and in connection with any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes for any Tax period ending on or prior to the Closing Date. Such cooperation will shall include the retention and (upon the other Party’s request) the provision of records and information that which are reasonably relevant to any such Proceeding audit, litigation or other proceeding and making employees (to the extent such employees were responsible for the preparation, maintenance or interpretation of information and documents relevant to Tax matters or to the extent required as witnesses in any Tax proceedings), available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will Parties agree (A) to retain, and (in the case of Buyer) to cause CEM, CPI, the Investor Subsidiaries, the Service Subsidiaries and the Project Companies to retain, all books and records with respect to Income Tax matters pertinent to any Group Company CEM, CPI, the Investor Subsidiaries, the Service Subsidiaries and the Project Companies relating to any taxable Tax period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days six months after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention obligations imposed by law or pursuant to 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, Buyer or Seller, as the case may be, shall allow the other Party to take possession of such books and records. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Buyer and Seller further agree, upon request, to this Section 10.2(a) (use their best efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Governmental Authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby. (biii) If At Seller's request, Buyer shall cause CEM, CPI, the Investor Subsidiaries, the Service Subsidiaries and the Project Companies to make and/or join with Seller and any of Seller’s Affiliates in making after Closing any election for which such entity’s consent is required for any Tax authority informs the Vendors, period (or portion thereof) ending on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect prior to periods ending before the Closing Date or Straddle PeriodsDate, if the party so informed will notify the other parties making of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall election does not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend have a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors material adverse impact on Buyer (or any of themits Affiliates) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve for any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without period beginning after the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this AgreementClosing Date. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Sterling and the Vendors will cooperateShareholders agree to give prompt notice to each other of any proposed adjustment to taxes for any Pre-Closing Period. Sterling and the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns tax returns pursuant to this Article 10 Section 6.14 and any Proceeding related theretoaudit, litigation, or other proceeding with respect to taxes. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will Shareholders agree to control the conduct of any audit, litigation or other proceeding for any Pre-Closing Period of the Company and to keep Sterling apprised of all material developments with respect to any such audit, litigation, or other proceeding. The Shareholders and Sterling further agree to cause the Company (i) to retain all books and records with respect to Tax tax matters pertinent relevant to any Group the Company relating to any taxable period beginning on or before the Pre-Closing Date to be retained Period until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Sterling or the Shareholders, any extensions thereof) of the respective taxable periodsPre-Closing Periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Shareholders, as the case may be, shall allow the other party to take possession of such books and records. Sterling and the retention period prescribed by applicable Law. Any information obtained pursuant Shareholders further agree, upon request, to this Section 10.2(a) (use their best efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any governmental authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any tax that could be disclosed in connection with such Tax Return Proceedingimposed (including, or as required by applicable Law. (b) If any Tax authority informs the Vendorsbut not limited to, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereundertransactions contemplated hereby). (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Buyer, the Company and the Vendors will cooperateStockholder Representative (at no expense to the Stockholder Representative) shall cooperate fully, as and to the extent reasonably requested by the other PartyParties, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s Parties’ request) the provision of records and information that are reasonably relevant to any such Proceeding 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 Purchaser will cause Stockholder Representative agrees (i) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by the Buyer or the 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 (ii) to give the expiration other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Parties so request, the Company or the Stockholder Representative, as the case may be, shall allow the other Parties to take possession of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Lawbooks and records. (b) If Except in connection with an audit resolved pursuant to Section 5.7(c) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party may amend a Tax Return filed by any Party with respect to the Company or file or amend any Tax election of the Company, in each case, for a taxable period beginning prior to the Closing Date, without the consent of the other Parties hereto, not to be unreasonably withheld or delayed. The Buyer shall, upon request by Stockholder Representative and at the sole expense of the Company Stockholders, cooperate in the preparation of and submission to the proper taxing authority informs of any such amended Tax Return which is required to cause such Tax Return to be consistent with adjustments to the Vendors, on Tax Returns of the one handCompany for any other taxable period proposed by any taxing authority, or any to give effect to an allowable loss carryback or carryover from a taxable period of the Group Companies Company ending on or before the Purchaser, on the other hand, Closing Date. (c) Any Party who receives any notice of any proposed a pending or actual threatened Tax audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning adjustment relating to the amount of Taxes of Company, or the Group Companies (a “Tax Audit”) Company Stockholders with respect to periods ending before the Closing Date or Straddle PeriodsCompany, the party so informed will which may give rise to liability of another Party hereto, shall promptly notify the other parties Buyer and the Company Stockholders within ten (10) business days of the receipt of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Auditnotice. The failure Parties each agree to give such notice shall not relieve consult with and to keep the Vendors other Parties hereto informed on a regular basis regarding the status of any indemnification obligations in respect of any Taxes provided hereunder except Tax audit or proceeding to the extent that such failure materially prejudices audit or proceeding could affect a liability of such other Parties (including indemnity obligations hereunder). The Stockholder Representative shall have the ability right to represent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of the Vendors Stockholder Representative’s choice, but reasonably satisfactory to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the VendorsBuyer, at the Vendors’ sole cost and their expense, will but only to the extent such audit or other proceeding pertains to taxable periods ending on or before the Closing Date. The Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding which does not affect a potential liability of the Company Stockholders. The Buyer and the Company Stockholders (through the Stockholder Representative) shall be entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing, the Stockholder Representative shall not agree to any settlement for any taxable period that would effect Tax Audit which relates to Taxes liabilities of the Buyer or the Company for which any taxable period beginning on or after the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, Closing Date without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this AgreementBuyer. (d) Notwithstanding The Buyer and the Company Stockholders shall jointly make a timely election provided for by Section 10.2(c)338(h)(10) of the Code and Section 1.338(h)(10) of the Treasury regulations (and any comparable election under state or local laws) (collectively, the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely “Election”) with respect to the acquisition of the Company Stock. The Purchase Price shall be allocated among the assets of the Company for purposes of completing all forms of any Pre-nature necessary to effectuate the Election (including, but not limited to, Internal Revenue Service Form 8023, Corporate Qualified Stock Purchase, Form 8883 (Asset Allocation Statement) and any similar forms under applicable state or local law) (the “Section 338 Forms”) in accordance with applicable U.S. Treasury regulations. Such allocation shall be agreed upon by the Buyer and the Stockholder Representative as of the Closing Date and shall be set forth on Exhibit D attached hereto and made a part hereof. Based on such allocation, the Buyer and the Stockholder Representative shall jointly prepare the Section 338 Forms and the Buyer and the Company shall execute and deliver the Section 338 Forms to one another for filing. The Company and the Buyer shall duly and timely file the Section 338 Forms in accordance with applicable tax laws and in accordance with this Agreement. The Company and the Buyer shall report the acquisition by the Buyer of the Company Stock pursuant to this Agreement consistent with the Elections and shall take no position contrary thereto or inconsistent therewith in any Tax Period; providedReturn, that: any discussion with or proceeding before any taxing authority, or otherwise. The Buyer agrees to provide the Stockholder Representative within thirty (30) days of the Closing Date written instructions in accordance with applicable law as to what is necessary to file a timely, valid Election. The Company Stockholders and the Company Representative agree to comply with such reasonable instructions. In the event the parties are unable to agree as to the allocations referred to above, the parties shall appoint an independent accountant to resolve such dispute whose costs shall be borne equally by such parties. (e) The Buyer and the Company Stockholders further agree, upon request, to use their reasonable efforts (without expense to the Company Stockholders) to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, without limitation, with respect to the transactions contemplated hereby). (f) The Buyer shall pay the Company Stockholders as additional consideration an amount equal to fifty percent (50%) of the additional state and federal taxes incurred directly by the Company Stockholders solely from the Election, up to an aggregate payment amount of Five Hundred Thousand Dollars ($500,000) (the “Tax Amount”). Such amount shall be calculated by the Stockholder Representative and submitted to the Buyer for its approval along with supporting work papers. Such approval shall not be unreasonably withheld. The Tax Amount shall be allocated pro rata among the Company Stockholders in accordance with their ownership interest of the Company Stock. If the Parties are unable to agree as to the Tax Amount, such dispute shall be resolved by an independent accountant chosen by the Parties whose costs shall be borne equally by the Parties. (g) The Buyer covenants that it will not and will not cause or permit the Company or any Affiliate of the Buyer to (i) take any action on the Vendors have paid Closing Date other than in the Ordinary Course of Business, including, without limitation, the distribution of any dividend or the effectuation of any redemption which would result in any tax liability to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successfulCompany Stockholders, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of make any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, election or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent deemed election under Section 338 of the Purchaser, which consent will not be unreasonably withheld Code on the Closing Date other then the Election or delayedamend any Tax Return of the Company on the Closing Date.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant any tax return or any amended tax return for years prior to this Article 10 and fiscal year 2005, or any Proceeding related thereto. audit, administrative proceeding or litigation with respect to taxes relating to the Company, including the following: Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such Proceeding tax return, audit, or litigation and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderpursuant to this Section 5.1, provided that the party making any such request will reimburse the party complying with such request for any reasonable, actual, out-of-pocket costs it has incurred. The Purchaser will cause Buyer and the Sellers agree (i) to retain all books and records with respect to Tax tax matters pertinent to any Group the Company relating to any taxable tax period beginning ending on or before the Closing Date to be retained until (the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periodsPreclosing Period), and (ii) to give the expiration other party reasonable notice prior to destroying or discarding any such books and records and, if the other party so requests, to allow the other party to take possession of such books and records. None of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (Sellers, Buyer or otherwise pursuant to this Agreement) the Company shall be kept confidential by file, amend or cause the Parties hereto, except as necessary to be disclosed in connection with such amendment of any Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) Company with respect to periods ending before any Preclosing Period or agree to an extension of the Closing Date or Straddle Periods, the party so informed will notify the other parties statute of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of limitations applicable with respect to such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations Return, in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9each case, without the express prior written consent of the Vendors, not other parties hereto. Buyer shall promptly forward to be unreasonably withheld, conditioned or delayedSellers all notices it receives from the Internal Revenue Service ("IRS") in connection with any taxes relating to the Sellers. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) Buyer shall not be interpreted make an election under Section 338(g) or 338(h)(10) of the Internal Revenue Code of 1986, as limiting any right to indemnification related to such Tax Audit in accordance with amended (the terms of this Agreement. (dCode) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required regulations thereunder or any similar or any applicable analogous provision of federal, state or local law that would elect to be paid in order to contest such Tax Audit under applicable Laws (provided that to treat the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedtransactions contemplated hereby as an asset sale.

Cooperation on Tax Matters. (a) The Purchaser and the Vendors will cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty The Buyer, the Company, the Indemnification Representative and the Company Stockholders shall cooperate in (180i) days after the expiration preparation of the statute or period of limitations of the respective taxable periods, all Tax Returns for any Tax periods and (ii) the expiration conduct of any Tax Proceeding, in each case for which one party could reasonably require the assistance of the retention period prescribed by applicable Lawother party in obtaining any necessary information. Any Such cooperation shall include, but not be limited to, furnishing prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information obtained pursuant relevant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential the preparation of such Tax Returns, and furnishing such other information within such party’s possession requested by the Parties heretoother party as is relevant to the preparation of the Tax Returns or the conduct of the Tax Proceeding. Such cooperation and information also shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to the Company, except and providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and tax basis of property, which the requested party may possess. The Buyer and the Indemnification Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed (including, but not limited to, with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby). (bii) If any Tax authority informs The Buyer and the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on Indemnification Representative will promptly notify the other hand, party in writing of any proposed assessment or actual auditclaim or the commencement of any Tax Proceeding which, examinationif determined adversely, investigationcould result in a liability to the Company Stockholders, adjustmentthe Buyer, claimor the Company, assessmentas applicable, reassessment under this Agreement or demand concerning which could cause an adjustment in the amount Tax liability of Taxes Company Stockholders, the Buyer, or the Company. In the case of a Tax Proceeding that relates to any Pre-Closing Tax Period, the Company Stockholders will have the right at their own expense to control the conduct of such Tax Proceeding, including settling or compromising the issue or matter except if such settlement or compromise affects the Tax liability of the Group Companies (Company for any Post-Closing Tax Period or any portion of a “Tax Audit”) with respect to periods ending before Straddle Period beginning after the Closing Date (or Straddle Periods, the party so informed will notify the for any other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except period to the extent that such failure materially prejudices the ability of Company Stockholders are not obligated to indemnify the Vendors to defend a Tax Audit Company or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of the Buyer under this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such in which case no settlement or other resolution relates to Taxes for which Vendors (or any of them) may compromise shall be liable pursuant to Article 9, made without the prior written consent of the VendorsBuyer, which shall not to be unreasonably withheld, conditioned or delayed. For If the avoidance of doubtCompany Stockholders elect to control such Tax Proceeding, the Purchaser’s control Company Stockholders shall, within 30 days of becoming aware of any Tax Audit pursuant Proceeding, notify the Buyer of the Company Stockholders’ intent to this Section 10.2(c) do so, and the Buyer shall reasonably cooperate and shall cause the Company to reasonably cooperate in each phase of the Tax Proceeding. If the Company Stockholders elect not to control such Tax Proceeding, the Buyer or the Company, as applicable, may assume control of such Tax Proceeding (at Buyer’s expense); provided, however, in such case, the Buyer shall, upon reasonable request, provide the Indemnification Representative with a timely and reasonably detailed account of each phase of the Tax Proceeding, and neither the Buyer nor the Company may settle or compromise any asserted liability that would adversely affect the Tax liability of the Company Stockholders without the prior written consent of the Indemnification Representative, which shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreementunreasonably withheld. (diii) Notwithstanding Section 10.2(c)In the case of a Tax Proceeding that relates to any Straddle Period, the Vendors, at the Vendors’ sole cost and expense, Buyer will have the right at its own expense to control the conduct of such Tax Proceeding, including settling or compromising the issue or matter except if such settlement or compromise affects the Tax liability of the Company Stockholders for any Pre-Closing Tax Period or any portion of a Straddle Period before and up to the Closing Date, in which case no settlement or compromise shall be made without the prior written consent of the Indemnification Representative, which shall not be unreasonably withheld. (iv) Except as required by law, the Buyer and the Company Stockholders shall not take, nor shall the Buyer cause or permit the Company to take, any action or omit to take any action (other than actions specifically contemplated hereby) which could increase the liability of the other party in connection with any Taxes under this Agreement. Neither the Buyer nor any Affiliate thereof shall amend, refile or otherwise modify, or cause or permit the Company to amend, refile or otherwise modify, any Tax Audit solely election or Tax Return with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole Period or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit Straddle Period without the prior written consent of the PurchaserCompany Stockholders, which consent will shall not be unreasonably withheld or delayedwithheld.

Cooperation on Tax Matters. (a) The Purchaser 9.3.1 Seller, Shareholders, and each of the Vendors will cooperateMaple Companies shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoTax proceeding. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Maple Companies and Seller, agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company each of the Maple Companies relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (iiB) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Maple Companies or Seller, as the case may be, shall allow the other party to take possession of such books and records. 9.3.2 Buyer shall provide Seller with notice of any written inquiries, audits, examinations or proposed adjustments by the Internal Revenue Service or any other Taxing Authority, which relate to any taxable period of any of the retention Maple Companies ending on or before the Closing Date within thirty days of receipt of such notice. Seller shall have the sole right to represent the interests of each of the Maple Companies in any Tax audit or administrative proceeding relating to any taxable period prescribed by applicable Law. Any information obtained pursuant of the Maple Companies ending on or before the Closing Date, to this Section 10.2(a) (or otherwise pursuant employ counsel of his choice at his expense, and to this Agreement) shall be kept confidential by the Parties hereto, except as necessary settle any issues and to be disclosed take any other actions in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect proceedings relating to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audittaxable periods; provided, that: however, that Seller shall use reasonable efforts to inform Buyer of the status of any such proceedings, shall provide Buyer (i) the Vendors, at the Vendors’ sole Buyer’s cost and expense) with copies of any pleadings, will correspondence, and other documents as Buyer may reasonably request, shall consult with Buyer prior to the settlement of any such proceedings and shall obtain the prior written consent of Buyer prior to the settlement of any such proceedings that could adversely affect Buyer in any taxable period ending after the Closing Date, which consent shall not be unreasonably withheld; provided further, however, that Buyer and counsel of its own choosing shall have the right to participate in in, but not direct, the prosecution or defense of such proceedings at Buyer’s sole expense. Buyer and the Maple Companies shall execute and deliver to Seller such powers of attorney and other documents as may be necessary or appropriate to give effect to the foregoing. 9.3.3 Buyer, Seller and the Maple Companies agree, upon request, to use commercially reasonable efforts to obtain any ruling, certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Audit which relates to Taxes for which the Vendors that could be imposed (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will including, but not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit)limited to, if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; providedthe transactions contemplated hereby). 9.3.4 Seller, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit Shareholders and the Purchaser will be provided copies Maple Companies agree to retain all documents and other records for the appropriate period of time as set forth in Treasury Regulation Section 1.6011-4(g) which relate to any material correspondence relating thereto; (iv) the Vendors will consult Reportable Transaction in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedMaple Companies has participated.

Cooperation on Tax Matters. (a) The Purchaser Xxxxxx, Sequa Can and the Vendors will cooperatetheir successors shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Xxxxxx and Sequa Can agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company covering the Business relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Xxxxxx or Sequa Can, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity and (iiB) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Xxxxxx or Sequa Can, as the case may be, shall allow the other party to take possession of the retention period prescribed by applicable Lawsuch books and records. Any information obtained pursuant Xxxxxx and Sequa Can further agree, upon request, to this Section 10.2(a) (use their best efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Governmental Entity or any other Person as may be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceedingmitigate, reduce or as required by applicable Law. (b) If eliminate any Tax authority informs the Vendorsthat could be imposed (including but not limited to, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to the transaction completed hereby.) With respect to any future claims by governmental entities arising from Tax Returns covering the Business and covering, measured by and/or including periods ending on or before the Closing Date or Straddle PeriodsDate, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice Sequa Can shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates contest or cause Xxxxxx to Taxes for which contest such claims on Sequa Can's behalf and at Sequa Can's expense. Sequa Can shall also have the Vendors (or right, at Sequa Can's expense, to cause Xxxxxx to amend any of them) may be liable pursuant their returns, relating to Article 9; the period prior to and (ii) including the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit)Closing Date, if provided that such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) amendment shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that made to the extent the Vendors are successfulit would reduce Xxxxxx'x Tax benefits (for example, through a reduction in whole or Xxxxxx'x basis in part, in such contest and there is its assets). Xxxxxx shall remit to Sequa Can within a refund or credit against cash Taxes otherwise actually due reasonable period of time any such amounts, such refund or credit shall be funds paid to the Vendors within fifteen (15) days Xxxxxx as a result of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status a successful contest of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide claim to the Purchaser a reasonable opportunity to comment extent not included on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedClosing Statement.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors will cooperateSellers shall, and shall cause their respective Affiliates (including, in the case of Buyer, the Companies after the Closing Date) to, cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing and preparation of any Tax Returns pursuant Return, any audit, litigation or other proceeding with respect to this Article 10 and any Proceeding related theretoTaxes. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that are reasonably relevant to any such Proceeding Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Purchaser will Buyer and the Sellers agree, and agree to cause their respective Affiliates (including, in the case of Buyer, the Companies after the Closing Date) to (1) retain all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained Companies until the later of (i) one hundred eighty (180) days after the expiration of the any applicable statute or period of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority and (ii1) use commercially reasonable efforts to provide the expiration other party with at least 30 days’ prior written notice before destroying any such books and records, during which period the party receiving the notice can elect to take possession, at its own expense, of such books and records. Notwithstanding the retention period prescribed foregoing, the Sellers shall not be required to transfer to Buyer any books, records or information to the extent they relate to Combined Taxes; provided, however, that the Sellers shall provide Buyer with information requested by applicable Law. Any information obtained Buyer pursuant to this Section 10.2(a7.03(a) (or otherwise pursuant adequate to this Agreement) shall be kept confidential by substantiate the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, separate calculation of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and Company’s taxable income used in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayeddetermining Combined Taxes. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to nothing in this Section 10.2(c7.03(a) shall not be interpreted as limiting require Sellers to give their consent to any right of the actions or failures to indemnification related to act for which Section 7.01(a) expressly requires such Tax Audit in accordance with the terms of this Agreementconsent. (db) Notwithstanding Section 10.2(cBuyer and the Sellers further agree, and agree to cause their respective Affiliates (including, in the case of Buyer, the Companies after the Closing Date), the Vendorsto, at the Vendors’ sole cost and expenseupon request, will have the right use all reasonable efforts to control obtain any certificate or other document from any governmental authority or customer of any Company or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Audit solely that could be imposed (including with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereoftransactions contemplated hereby); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Buyer and the Vendors will cooperateStockholders and their respective Affiliates shall cooperate in the preparation of all Tax Returns for any Tax periods for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall include, as and but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the other Party, in connection with the party filing and preparation of such Tax Returns pursuant as is relevant to this Article 10 and any Proceeding related theretotheir preparation. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant also shall include without limitation providing powers of attorney for the purpose of signing Tax Returns and defending audits forwarding copies of appropriate notices and forms or other communications received from or sent to any such Proceeding taxing authority which relate to CygnaCom, and making providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any taxing authority and records concerning the ownership and tax basis of property, which the requested party may possess. The Buyer and CygnaCom and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional information and explanation of any material documents or information provided hereunder. The Purchaser will cause all books and records with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the Buyer shall, and shall cause CygnaCom to, retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, CygnaCom for all taxable periods ending (or deemed, pursuant to Section 7.3(b), to end) on or prior to the Closing Date to the extent the Buyer or CygnaCom received or had possession of such records on the Closing Date. (c) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the CygnaCom (or its Affiliates) shall retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, CygnaCom for all taxable periods ending (or deemed, pursuant to Section 7.3, to end) on or prior to the Closing Date to the extent the CygnaCom did not deliver such records to the Buyer or CygnaCom. (d) If any Tax authority informs the Vendors, Buyer or CygnaCom (as the case may be) on the one hand, or any of the Group Companies or the Purchaser, Stockholders on the other, fails to provide any information requested by the other handparty in the time specified herein, or if no time is specified pursuant to this Section 7.4, within a reasonable period, or otherwise fails to do any act required of any proposed or actual auditit under this Section 7.4, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, then the party failing to so informed will notify provide the other parties of information or do such matter as soon as practicableact shall be obligated, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term provision of this Agreement, to indemnify the Purchaser will control party requesting the information or act and shall so indemnify the requesting party and hold such party harmless from and against any Tax Audit; providedand all costs, that: (i) the Vendorsclaims or damages, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. Notwithstanding the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubtforegoing, the Purchaser’s control of party that failed to deliver the information or do the act requested, shall in no event be obligated to make any Tax Audit payments pursuant to this Section 10.2(c7.4(d) shall not or otherwise be interpreted as limiting any right liable, if such party used all reasonable commercial efforts to indemnification related to such Tax Audit in accordance with provide the terms of this Agreementrequested information or perform the requested act. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. From and after the Closing, Parent shall notify the Series A Holders in writing within ten (a10) The Purchaser and Business Days of the Vendors will cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation commencement of any material provided hereunder. The Purchaser will cause all books and records Tax claim with respect to Tax matters pertinent the Company or the Company Subsidiaries with respect to any Group Company relating to any taxable Taxes for a period beginning ending on or before the Closing Date to or for any Straddle Period that, if determined adversely against the Company or the Company Subsidiaries, would be retained until the later of (igrounds for indemnification under Section 2.2(e) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies Indemnification Agreement (a “Tax AuditClaim”) with respect to periods ending before ); provided, however, that the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve affect the Vendors indemnification provided in Section 2.2(e) of any indemnification obligations in respect of any Taxes provided hereunder except the Indemnification Agreement other than to the extent that the indemnifying Series A Holders have been actually and materially prejudiced as a result of such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayedfailure. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) Parent shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely Claim and the Series A Holders shall have the right, at their own expense, to participate in any such Tax Claim. Parent shall not settle any such Tax Claim without the consent of the Series A Holders (such consent not to be unreasonably withheld, conditioned, or delayed). After the Closing, Parent, the Series A Holders, the Company and the Company Subsidiaries shall (i) cooperate (and cause their respective affiliates to cooperate) in preparing and filing all Tax Returns; (ii) cooperate fully in preparing for any audits of, or disputes or other proceedings with any Governmental Entity or with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid matters with respect to Taxes of or relating to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to Company and any of the extent the Vendors are successful, in whole or in part, in such contest Company Subsidiaries and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) make available to the Vendors will keep other party and to any Governmental Entity as reasonably requested all information, records, and documents relating to Tax matters of or relating to the Purchaser reasonably informed regarding Company in their possession. In addition, the status of such Tax Audit Series A Holders and the Purchaser will be provided copies Parent shall make themselves (and their respective employees) available, on a mutually convenient basis, to provide explanations of any material correspondence relating thereto; documents or information provided under this Section 5.11. Each party shall keep any information obtained under this Section 5.11 confidential except (ivx) the Vendors will consult as may be necessary in good faith connection with the Purchaser regarding filing of Tax Returns or the defense conduct of such any Tax Audit, and proceeding or (y) with the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedother parties hereto.

Cooperation on Tax Matters. (ai) The Purchaser Sellers, the Company and the Vendors will cooperateBuyer shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 8.11 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will 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 party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Sellers agree to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period beginning on or before the Initial Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority and to give Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer shall allow Sellers to take possession of such books and records. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) Buyer shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit proceeding related to a pre-Closing Tax year of the Company which relates may have the effect of increasing Buyer's or the Company's Tax liability for any Tax period ending after the Initial Closing, and no Seller shall settle or compromise any such proceeding without Buyer's prior written consent; PROVIDED HOWEVER, Buyer hereby agrees to Taxes consent if Sellers fully indemnify Buyer for which any increase in Buyer's or the Vendors Company's Tax liability. (iii) Buyer and Sellers further agree, upon request by the other, to use their best efforts to obtain any certificate or other document from any governmental authority or any of them) other Person as may be liable pursuant necessary to Article 9; and (ii) the Purchaser will not settle mitigate, reduce or otherwise resolve eliminate any Tax Audit that could be imposed (and will including, but not allow any Group Company limited to, with respect to settle or otherwise resolve any Tax Auditthe transactions contemplated hereby), if such settlement or other resolution relates to Taxes for which Vendors . (or any of themiv) may be liable pursuant to Article 9, without Without the prior written consent of the Vendors, (which shall not to be unreasonably withheld) of Buyer, conditioned neither any Seller nor the Company shall make or delayed. For change any election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the avoidance Company, surrender any right to claim a refund of doubtTaxes, or take any other similar action, or omit to take any action relating to the Purchaser’s control filing of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting Return or the payment of any right to indemnification related to Tax, if such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will action or omission would have the right effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Company, Buyer or any Affiliate of Buyer. Each Seller shall notify Buyer of any consent to control any extension or waiver of the limitation period applicable to any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid claim or assessment relating to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors Company within fifteen (15) days of receipt making such consent or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedwaiver.

Cooperation on Tax Matters. (a) The Purchaser Buyer, the Companies, the Sellers’ Representative and the Vendors Sellers will cooperate, as and to the extent reasonably requested by the any other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related theretoaudit, litigation or other proceeding (each, a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the assets, operations or activities of the Companies. Such cooperation Each of the Sellers’ Representative and Buyer agrees, upon request of the other, to use commercially reasonable efforts to obtain any certificate or other documentation from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on Buyer, the Companies or the Sellers, including, but not limited to, with respect to the transactions contemplated hereby; provided, however, that neither the Sellers’ Representative nor Buyer will include the retention and be required to take any action (upon other than any action required by law or by contract or to prevent any breach of a provision of this Agreement other than this sentence) that would impose or increase any obligation on its part, unless the other Party’s request) party agrees in writing to indemnify such acting party for the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderincrease in obligation. The Purchaser Companies and each Seller will cause (i) retain all books and records with respect to Tax matters pertinent to any Group Company the Companies relating to any taxable period beginning on or before the Closing Date to be retained until the later of thirty (i) one hundred eighty (18030) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or any Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the expiration 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 or the applicable Seller, as the case may be, will allow the other party to take possession of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Lawbooks and records. (b) If any Tax authority informs the VendorsAll transfer, documentary, sales, use, stamp, registration or other similar Taxes imposed on the one hand, Companies or any Seller directly or indirectly as a result of the Group Companies or the Purchasertransactions contemplated by this Agreement (collectively, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax AuditTransfer Taxes”) and any penalties or interest with respect to periods ending before the Closing Date or Straddle PeriodsTransfer Taxes will be borne fifty percent (50%) by Sellers and fifty percent (50%) by Buyer (for clarity, the party so informed costs of re-titling equipment and re-licensing tractors and trailers will notify not be considered Transfer Taxes and will be borne 100% by Buyer). Buyer will file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. Buyer and the other parties Sellers will cooperate in the filing of any returns with respect to the Transfer Taxes, including promptly supplying information in their possession that is reasonably necessary to complete such Tax Returns. To the extent known and agreed at Closing, Sellers’ portion of such matter as soon as practicable, Transfer Taxes will be paid from the Aggregate Closing Consideration and in any event within fifteen (15) Business Days of so being informed of will be retained by Buyer at Closing for such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunderpurposes. (c) Subject With respect to Section 10.2(dany disagreement regarding Taxes, Buyer and the Sellers’ Representative will seek in good faith to resolve in writing any differences that they may have. If any disagreement cannot be resolved within a thirty (30) day period, Buyer and notwithstanding any other term of this Agreement, the Purchaser Sellers’ Representative will control any Tax Audit; provided, that: (i) submit such dispute to the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes Independent Accountants for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit resolution (and will not allow any Group Company take all actions reasonably requested by the Independent Accountants in connection with such resolution, including submitting written claims to settle or otherwise resolve any Tax Auditthe Independent Accountants if so requested), if and the Independent Accountants will make a final determination. The Independent Accountants will make a determination only with respect to the matters still in dispute and, with respect to each such settlement or other resolution relates to Taxes for which Vendors (or any of them) may matter, their determination will be liable pursuant to Article 9, without within the prior written consent range of the Vendors, not to dispute between Buyer and the Sellers’ Representative. The costs and expenses of the Independent Accountants will be unreasonably withheld, conditioned or delayed. For the avoidance allocated equally between Buyer and Sellers’ Representative (on behalf of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit Sellers in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(ceach Seller’s Proportionate Interest), the Vendors, at the Vendorsand Buyer and Sellers’ sole cost and expense, Representative will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent each bear 50% of the Purchaser, which consent will not be unreasonably withheld or delayedIndependent Accountants’ costs and expenses.

Cooperation on Tax Matters. (a) The Purchaser Seller, the Companies and the Vendors will Buyer shall reasonably cooperate, as and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives to the extent reasonably requested cooperate, in preparing and filing all Tax Returns and in resolving all disputes and audits with respect to all taxable periods relating to Taxes, including by the maintaining and making available to each other Party, all records necessary in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding Taxes and making employees available on a mutually convenient basis to provide additional information and or explanation of any material provided hereunder. The Purchaser will cause all books and records with respect hereunder or to Tax matters pertinent to any Group Company testify at proceedings relating to any taxable period beginning on or before Tax claim. Parent, IPO Corp. and Founder will cooperate in the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration preparation of the statute or period of limitations of Form 1065 for Aneth for its taxable year that includes the respective taxable periodsEffective Time, and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) no such return shall be kept confidential by filed without the Parties heretoconsent of each of Parent, except as necessary to be disclosed in connection with such Tax Return ProceedingIPO Corp. and Founder, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice which shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubtParent and Seller shall jointly control (at each party’s own expense) any defense or settlement, the Purchaser’s control compromise, admission, or acknowledgment of any Tax Audit pursuant audit or controversy relating to this Section 10.2(c) shall not be interpreted as limiting Tax items of any right of the Companies or their assets for Tax periods and partial Tax periods ended on or prior to indemnification related to such Tax Audit the Effective Time that could materially affect Parent, Seller or any member of Parent; provided, however, that Parent and Seller must consult, in accordance good faith, with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control Founder before taking any Tax Audit solely action with respect to any Pre-Closing Tax Period; providedthe conduct of such settlement, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest compromise, admission or acknowledgment. No such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole audit or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit controversy shall be paid to the Vendors within fifteen (15) days of receipt settled or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit compromised without the prior written consent of the Purchaser, approval (which consent will shall not be unreasonably withheld withheld, conditioned or delayed) of each of Parent, Seller and Founder.

Cooperation on Tax Matters. (ai) The Purchaser Sellers shall timely prepare or cause to be prepared and timely file or cause to be filed all Tax Returns for the Company and any Subsidiary which are required to be filed on or prior to the Closing Date, and shall timely pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with prior practice (unless otherwise inconsistent with applicable Law). With respect to Tax Returns required to be filed during the period between the execution of this Agreement and the Vendors Closing, the Sellers' Representative shall cause the Company and its Subsidiaries to provide Buyer with copies of such completed Tax Returns at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer's review and approval (unless such twenty (20) day period is not feasible given the date of execution of this Agreement and the due date of the Tax Return, in which case, Sellers' Representative shall provide copies of such Tax Returns to Buyer as soon as practicable after execution of this Agreement), which approval shall not be unreasonably withheld (it being understood that so long as such Tax Returns are prepared on a basis consistent with past practice and substantial authority exists for the taking of a position on such Tax Returns, any withholding of Buyer's approval with respect to such Tax Returns shall be considered unreasonable). Sellers and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Sellers and Buyer are unable to resolve any dispute with respect to such Tax Returns at least ten (10) days prior to the due date for filing (or such shorter period as contemplated above), such dispute shall be resolved pursuant to Section 10(p)(vii), which resolution shall be binding on the Parties. (ii) Sellers shall timely prepare or cause to be prepared and Buyer shall cooperate in good faith in timely filing or causing to be filed all Income Tax Returns for the Company and any Subsidiary which relate to Tax periods ending on or prior to the Closing Date and which are filed after the Closing Date, and, to the extent Sellers are obligated to indemnify for such Taxes under Section 8; Sellers shall timely pay or cause to be paid all Taxes shown due thereon. All such Tax Returns shall be prepared in a manner consistent with prior practice (unless otherwise inconsistent with applicable Law). Buyer will cooperatebe provided with copies of such completed Tax Returns at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers for Buyer's review and approval, which approval shall not be unreasonably withheld (it being understood that so long as such Tax Return is prepared on a basis consistent with past practice and substantial authority exists for the taking of a position on such Tax Return, any withholding of Buyer's approval with respect to such Tax Return shall be considered unreasonable). Sellers and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Sellers and Buyer are unable to resolve any dispute with respect to such Tax Returns at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 10(p)(vii), which resolution shall be binding on the Parties. (A) Except as provided above, following the Closing, Buyer shall timely prepare or cause to be prepared and timely file or caused to be filed all Tax Returns for the Company and any Subsidiary which are required to be filed after the Closing Date. With respect to any such Income Tax Return for a Straddle Period (as defined below), Buyer shall prepare such Income Tax Return in a manner consistent with prior practice (unless otherwise required by applicable Law) and permit Sellers to review and comment on each such Income Tax Return prior to filing. Sellers and Buyer shall attempt in good faith to resolve any disagreements regarding such Income Tax Returns prior to the due date for filing. In the event Sellers and Buyer are unable to resolve any dispute with respect to such Income Tax Returns at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 10(p)(vii), which resolution shall be binding on the Parties. (B) In the event Buyer has the responsibility to cause to be filed any Tax Return pursuant to Section 10(p)(ii) or this Section 10(p)(iii) and to the extent, but only to the extent, Sellers are obligated to indemnify under Section 8 for any Taxes reflected on such Tax Return, Sellers' Representative, on behalf of the Sellers, shall no later than five (5) days prior to the due date for the payment of Taxes shown due on such Tax Return pay to Buyer the amount of any such Taxes for which Sellers are obligated to indemnify under Section 8, with respect to any Tax period ending on or prior to the Closing Date and the pre-Closing portion of any Tax period beginning before and ending after the Closing Date. No payment pursuant to this clause (B) shall excuse Sellers from their indemnification obligations pursuant to Section 8 if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such Tax Returns exceeds the amount of Sellers' payment under this clause (B). (iv) Nothing contained in Section 10(p)(i), (ii) or (iii) shall excuse the Sellers from their indemnification obligations pursuant to Section 8 with respect to Taxes. Sellers shall be liable for and shall pay (and shall indemnify and hold harmless Buyer Indemnified Parties against) any and all sales, use, stamp, documentary, filing, recording, transfer or similar fees or Taxes or governmental charges as levied by any Governmental Entity (including any interest and penalties) in connection with the transactions contemplated by this Agreement (other than with respect to, or in connection with, any financing arrangement entered into by Buyer). (v) Any Income Tax refunds that are received by Buyer or the Company or any Subsidiary that relate to Income Tax periods or portions thereof ending on or before the Closing Date shall be for the account of Sellers, and Buyer shall pay, or cause to be paid, to the Sellers' Representative for the benefit of Sellers, as an additional amount of the Purchase Price, any such refund net of any Taxes, costs or expenses actually payable by Buyer or the Company with respect thereto within ten (10) days after receipt thereof; provided, however, that Buyer shall be entitled to retain any such refund to the extent such refund arises by reason of the carryback of any losses, credits or other Tax attributes generated in any Income Tax periods or portions thereof beginning after the Closing Date. (vi) Buyer, the Company and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section 10(p) and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes for such pre-Closing tax periods. Such cooperation will shall include the retention and (upon the other Party’s 's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Company and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to any Group the Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, periods and to abide by all record retention agreements entered into with any taxing authority and (iiB) to give the expiration other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Company or Sellers, as the case may be, shall allow the other Party to take possession of the retention period prescribed by applicable Law. such books and records. (vii) Any information obtained pursuant dispute as to any matter covered in this Section 10.2(a) (or otherwise pursuant to this Agreement10(p) shall be kept confidential resolved by an independent accounting firm mutually acceptable to the Parties hereto, except as necessary to Sellers' Representative and Buyer. The fees and expenses of such accounting firm shall be disclosed in connection with such Tax Return Proceeding, or as required borne equally by applicable Law. (b) If any Tax authority informs the VendorsSellers, on the one hand, and Buyer on the other. If any dispute with respect to a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filed in the manner which the party responsible for preparing such Tax Return deems correct. (viii) In the case of any Tax period that includes (but does not end on) the Closing Date (a "Straddle Period"), Sellers and Buyer shall, unless prohibited by applicable Law, close the Tax period of the Company and its Subsidiaries as of the close of business on the Closing Date. If applicable Law does not permit the Company or any of the Group Companies or the Purchaser, its Subsidiaries to close its Tax year on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periodsin any case in which a Tax is assessed with respect to a Tax period which includes the Closing Date (but does not begin or end on that day), the party so informed will notify Taxes, if any, attributable to such period shall be allocated (except as provided in the other parties proviso to Section 8(b)(i)(D)) (A) to Sellers for the portion of such matter as soon as practicableperiod up to and including the close of business on the Closing Date, and in any event within fifteen (15B) Business Days of so being informed to Buyer for the portion of such Tax Auditperiod subsequent to the Closing Date. The failure Any allocation of income or deductions required to give such notice shall not relieve the Vendors of any indemnification obligations in respect of determine any Taxes attributable to any such period shall be made by means of a closing of the books and records of the Company and its Subsidiaries as of the close of business on the Closing Date, provided hereunder except that exemptions, allowances or deductions that are calculated on an annual basis (other than depreciation and amortization deductions) shall be allocated between the portion of such period ending on the Closing Date and the portion of such period after the Closing in proportion to the number of days in each such portion of such period. (ix) It is agreed that any Income Tax deductions, credits or other Tax benefits arising from the payment or accrual of Transaction Expenses and the Option Cash Consideration shall, to the extent that such failure materially prejudices permitted under applicable Law, be reflected on the ability Company's Income Tax Return for the Tax period ending on the Closing Date. For purposes of clarity, Section 10(p)(ix) of the Vendors Disclosure Schedule sets forth a list of such Transaction Expenses and Option Cash Consideration to defend a Tax Audit or otherwise exercise their rights hereunderwhich this Section 10(p)(ix) relates. (cx) Subject Following the Closing Buyer will not permit the Company to Section 10.2(d) and notwithstanding any other term of this Agreementdispose or sell the Company's Lehigh Direct division until at least one business day following the Closing Date. In the event such a disposition is consummated, the Purchaser will control Parties hereto agree that any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right consequences arising from such disposition shall be properly allocated to participate in any Tax Audit which relates to Taxes for which period beginning after the Vendors Closing Date (as contemplated in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any of themotherwise) may be liable pursuant to Article 9; and (ii) or the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control Post-Closing portion of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with period beginning before and ending after the terms of this AgreementClosing Date. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Each Seller and the Vendors will cooperateBuyer shall cooperate with each other and with each other’s agents, as including accounting firms and to the extent reasonably requested by the other Partylegal counsel, in connection with Tax matters relating to the Purchased Assets including: (i) preparation and filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related thereto. Such cooperation will include the retention Returns; (ii) examinations of Tax Returns; and (upon iii) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Seller and the Buyer shall provide timely written notices to the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation parties hereto of any material provided hereunder. The Purchaser will cause pending or threatened audits or other Tax proceedings relating to the Business or the Purchased Assets for taxable periods for which any other party hereto may have a responsibility under this Agreement or otherwise, and shall furnish the other parties hereto with copies of all books and records correspondence received from any Taxing Authority in connection with any audit or other Tax proceeding or information request with respect to Tax matters pertinent to any Group Company relating to any taxable period beginning on for which any other party hereto may have a responsibility under this Agreement or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, and (ii) the expiration of the retention period prescribed by applicable Lawotherwise. Any information obtained pursuant to or documents provided under this Section 10.2(a) (or otherwise pursuant to this Agreement6.15(b) shall be kept confidential by the Parties heretoparty receiving the information or documents, except as may otherwise be necessary to be disclosed in connection with such the filing of Tax Return Proceeding, Returns or as required by applicable Law. (b) If in connection with any Tax authority informs administrative or judicial proceedings relating to Taxes. In the Vendorsevent that the Buyer, on the one hand, or any of and the Group Companies or the PurchaserSellers, on the other hand, disagree as to the amount or calculation of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect payment to periods ending before the Closing Date or Straddle Periodsbe made under this Section 6.15, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult attempt in good faith with to resolve such dispute. If such dispute is not resolved within sixty (60) days following the Purchaser regarding commencement of the defense of such Tax Auditdispute, the Buyer, on the one hand, and the PurchaserSellers, at on the Purchaser’s sole cost other hand, shall jointly retain the Independent Accountant to resolve the dispute. The Independent Accountant shall act as an arbitrator to resolve all points of disagreement and expenseits decision shall be final and binding upon all parties involved. Following the decision of the Independent Accountant, will have the right to participate, Buyer and the Sellers shall each take or cause to be taken any action necessary to implement the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) decision of the Vendors will provide Independent Accountant. The fees and expenses relating to the Purchaser a reasonable opportunity Independent Accountant relating to comment on any representations or submissions proposed to disputes in connection with this Section 6.15 shall be made to a Governmental Authority in respect of such Tax Audit borne fifty percent (50%) by the Buyer, and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and fifty percent (vi50%) by the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedSellers.

Cooperation on Tax Matters. (a) The Purchaser Seller, the Company and the Vendors will Buyer shall reasonably cooperate, as and shall cause their respective Affiliates, officers, employees, agents, auditors and other representatives reasonably to cooperate, in preparing, executing and filing all Tax Returns relating to the extent reasonably requested by Company and in resolving all disputes and audits relating to Taxes of the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related theretoCompany. Such cooperation will shall include maintaining and making available to each other all records relating to Taxes of the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding Company and making employees available on a mutually convenient basis to provide additional information and or explanation of any material materials provided hereunderhereunder or to testify at any Actions relating to Taxes of the Company. The Purchaser will cause Seller and Buyer agree (a) to retain all books and records with respect to Tax matters pertinent to any Group the Company relating to any taxable period Tax Period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the applicable statute or period of limitations of the respective taxable periods, (as may be extended) has expired and (ii) the expiration of the to abide by all record retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection agreements entered into with such Tax Return Proceeding, or as required by applicable Law. any Governmental Authority; and (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on to allow the other handParty and its representatives at times and dates mutually acceptable to the Parties, of any proposed or actual auditto inspect, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties review and make copies of such matter records as soon as practicablesuch Party may deem necessary or appropriate from time to time, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not activities to be unreasonably withheld, conditioned or delayedconducted during normal business hours at such Party’s expense. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) Seller shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely audit, litigation, or other proceeding with respect to any tax Return of the Company relating exclusively to a Pre-Closing Tax Period; provided, that: provided that (i) Seller must act in a manner consistent with the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that Company’s prior practices, except to the extent required by applicable Law and the Vendors are successful, in whole or in part, in such contest terms of this Agreement and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will Buyer shall have the right to participatenotice of, and if and to the extent such audit, litigation, or cause the Group Company other proceeding could result in Losses to which such Buyer in a Post-Closing Tax Audit relatesPeriod, to participateparticipate in, in any such audit, litigation, or other proceeding at Buyer’s expense. Buyer shall have the right to control any other audit, litigation, or other proceeding, including the entire Tax Audit; (v) Return for any Straddle Period, provided that Seller shall have the Vendors will provide right to notice of, and to participate in, any such audit, litigation, or other proceeding at Seller’s expense, if and to the Purchaser extent Seller would have Liability as a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect result of such Tax Audit and to attend any conference call audit, litigation, or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedother proceeding.

Cooperation on Tax Matters. (ai) The Purchaser Buyer, the Company, CISAC and the Vendors will Stockholders shall fully cooperate, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 SECTION 3.11 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will 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 party's request) the provision of records and information that which are reasonably relevant to any such Proceeding and audit, litigation or other proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and the execution and delivery of such powers of attorney and other such documents to carry out the intent of this Section. The Purchaser will cause Company, CISAC, Buyer and the Stockholders agree to retain all books and records with respect to Tax matters pertinent to any Group the Company and CISAC relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or the Stockholders' Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) Buyer shall be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit proceeding related to a pre-Closing Tax year of the Company or CISAC which relates to Taxes may have the effect of increasing Buyer's, the Company's or CISAC's Tax liability for which any Tax period ending after the Vendors (or any of them) may be liable pursuant to Article 9; Closing, and (ii) the Purchaser will Stockholders shall not settle or otherwise resolve compromise any such proceeding without Buyer's prior written consent which shall not be unreasonably withheld. (iii) Buyer and the Stockholders further agree, upon request, to use 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 Audit that could be imposed (and will including, but not allow limited to, with respect to the transactions contemplated hereby). (iv) The Stockholders may not make or change any Group Company to election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle or otherwise resolve any Tax Audit)claim or assessment relating to the Company or CISAC, surrender any right to claim a refund of Taxes, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such settlement action or other resolution relates omission for Tax periods ending on or prior to Taxes for which Vendors (the Closing Date would have the effect of increasing the Tax liability or decreasing any Tax asset of the Company, CISAC, Buyer or any Affiliate of them) may be liable pursuant to Article 9Buyer, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Tax period beginning after the Closing Date without Buyer's consent. The Shareholders shall notify Buyer of any consent to any extension or waiver of the limitation period applicable to any Tax Period; provided, that: (i) the Vendors have paid claim or assessment relating to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole Company or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors CISAC within fifteen (15) 15 days of receipt making such consent or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedwaiver.

Cooperation on Tax Matters. (ai) The Purchaser Buyer, Targets and the Vendors will cooperateSellers shall cooperate fully, as and to the extent reasonably requested by the other another Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Section and any Proceeding related theretoaudit, litigation or other proceeding (a “Contest”) with respect to Taxes. Such cooperation will shall include the retention and (upon the other another Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding 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 Purchaser will cause If, subsequent to the Closing, Buyer, Targets or any of their Affiliates (including the Target’s Subsidiaries) receive notice of a Contest with respect to any Pre-Closing Tax Period with respect to which Sellers may be required to provide indemnification under this Agreement, then within ten (10) Business Days after receipt of such notice, the Buyer shall notify the Sellers’ Agent of such notice. Buyer and Sellers agree that any settlement or other negotiated payment, or any portion thereof, to be made to the Internal Revenue Service arising out of the Pre-Closing Tax Period shall not be agreed upon unless previously approved by Sellers in writing, which approval shall not be unreasonably withheld or delayed. Targets and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to any Group Company Targets relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or 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 Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if another Party so requests, Targets or Sellers, as the case may be, shall allow another Party to take possession of such books and records. (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant Buyer and Sellers further agree, upon request, to this Section 10.2(a) (use their commercially reasonable efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any Governmental Authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to mitigate, reduce or eliminate any Tax that could be disclosed in connection imposed (including, but not limited to, with such Tax Return Proceeding, or as required by applicable Lawrespect to the transactions contemplated hereby). (biii) If any Tax authority informs Buyer and Sellers further agree, upon request, to provide the Vendors, on the one handother Party with all information that either Party may be required to report pursuant to Code Section 6043, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Code Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate6043A, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayedTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (a) The Purchaser and Parent, the Vendors will cooperateCompany, the Subsidiaries of the Company, the Stockholder Representative, the Stockholders shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 Agreement and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Party’s party's request) the provision of records and information that which are reasonably relevant to any such Proceeding 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 Purchaser will cause Parent, the Company, the Subsidiaries of the Company, the Stockholder Representative, the Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to any Group each of the Company and the Subsidiaries of the Company relating to any taxable Taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Parent, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any Taxing authority, (iiB) to deliver or make available to Parent, within sixty (60) days after the expiration Closing Date, copies of all such books and records, and (C) 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, the Subsidiaries of the retention period prescribed by applicable LawCompany, the Stockholder Representative, the Stockholders, as the case may be, shall allow the other party to take possession of such books and records at such other party's expense. Any information obtained pursuant Parent and the Stockholder Representative further agree, upon request, to this Section 10.2(a) (use their best efforts to obtain any certificate or otherwise pursuant to this Agreement) shall other document from any governmental authority or any other Person as may be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceedingmitigate, reduce or as required by applicable Law. (b) If eliminate any Tax authority informs the Vendorsthat could be imposed (including, on the one handbut not limited to, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereundertransactions contemplated hereby). (c) Subject to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.

Cooperation on Tax Matters. (a) The Purchaser Buyer, on the one hand, and the Vendors will cooperateSellers, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing and preparation of Tax Returns pursuant to this Article 10 and any Proceeding related theretoaudit, litigation or other proceeding with respect to Taxes. Such cooperation will shall include the retention and (upon the other Partyparty’s request) the provision of records and information that are reasonably relevant to any such Proceeding 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 Purchaser will cause Each of the Companies, Sellers and Buyer agree (i) to retain all books and records with respect to Tax matters pertinent to any Group Company each of the Companies relating to any taxable period beginning on or before the Closing Date to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations (and, to the extent notified by Buyer or 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 (ii) to give the expiration other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Buyer so requests, each of the retention Companies or the Sellers, as the case may be, shall allow the Buyer to take possession of such books and records. The Sellers and each of the Companies agree to retain all documents and other records for the appropriate period prescribed by applicable Law. Any information obtained pursuant of time as set forth in Treasury Regulation Section 1.6011-4(g) which relate to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall be kept confidential by any Reportable Transaction in which each of the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable LawCompanies has participated. (b) If Buyer and Sellers further agree, upon request, to cooperate with each other in obtaining any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax authority informs the Vendorsthat could be imposed (including, on the one handbut not limited to, or any of the Group Companies or the Purchaser, on the other hand, of any proposed or actual audit, examination, investigation, adjustment, claim, assessment, reassessment or demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes provided hereunder except to the extent that such failure materially prejudices the ability of the Vendors to defend a Tax Audit or otherwise exercise their rights hereundertransactions contemplated hereby). (c) Subject Buyer and Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 10.2(d) and notwithstanding any other term of this Agreement, the Purchaser will control any Tax Audit; provided, that: (i) the Vendors, at the Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the Purchaser will not settle or otherwise resolve any Tax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), if such settlement or other resolution relates to Taxes for which Vendors (or any of them) may be liable pursuant to Article 9, without the prior written consent 6043 of the Vendors, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this AgreementCode and all Treasury Regulations promulgated thereunder. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any Pre-Closing Tax Period; provided, that: (i) the Vendors have paid to the applicable Governmental Authority all amounts (if any) required to be paid in order to contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be paid to the Vendors within fifteen (15) days of receipt or credit, together with any interest received or credited in respect thereof); (ii) the Vendors will pursue such Tax Audit diligently and in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in such Tax Audit; (v) the Vendors will provide to the Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in respect of such Tax Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Vendors will not settle, resolve or abandon such Tax Audit without the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed.