Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. Acquiror, the Company and the Securityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company and the Securityholders’ Representative agree to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Acquiror, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror and the Securityholders’ Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

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

Cooperation on Tax Matters. Acquiror, the Company The REIT and the Securityholders’ Representative Advisor Parent each shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Returns pursuant to this Agreement Return and any action audit or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s reasonable request) the provision of records and information which are reasonably relevant to any such action audit or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company and the Securityholders’ Representative The parties agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Advisor relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Acquiror, any extensions thereof)Period, and to abide by all record retention agreements entered into with any Governmental EntityTax Authority, and (ii) to give the other party reasonable written notice prior to destroying or discarding any such books and records and, if the other party so requests, the REIT or the Advisor Parent, as the case may be, shall allow the other party to take possession of such books and records. Acquiror and the Securityholders’ Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect The provisions of this Section 7.2 shall only apply to the transactions contemplated hereby)extent that they relate to the Tax liability of the Advisor as an entity.

Cooperation on Tax Matters. Acquiror(i) Parent, the Company Surviving Corporation and the Securityholders’ Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action or other proceeding with respect to TaxesTax Contest (as defined below). Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are may be reasonably relevant to any such action Tax Return or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company Parent and the Securityholders’ Representative Surviving Corporation agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute relevant statutes of limitations (and, to the extent notified by AcquirorParent or Stockholder Representative, any extensions thereof)) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Authority and (ii) to give to the Securityholders’ Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Person so requests, the 42 Surviving Corporation or the Stockholder Representative, as the case may be necessary be, shall allow the other Person to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. AcquirorBuyer, the Company Group, Sellers and the SecurityholdersSellers’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action audit, litigation, or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. AcquirorBuyer, the Company Group and the Securityholders’ Representative Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Group relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing 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, Buyer, the Company Group or Sellers, as the case may be, shall allow the other party to take possession of such books and records. Acquiror Buyer and the Securityholders’ Representative Sellers further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby).

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 7.10 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Purchaser, the Company and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Purchaser or the Seller, any extensions thereof)) of the respective tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company Company, and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section 10.1(b) and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company Company, and the Securityholders’ Representative Indemnifying Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company and the Securityholders’ Representative The parties agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or the Stockholder Representative, any extensions thereof)) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the non-requesting party shall allow the other party to use their reasonable best efforts to obtain take possession of such books and records, excluding for all such purposes under this Section 11.5 any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any personal Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)Returns and personal financial records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action audit, litigation or other proceeding and making employees the employees, if any, of such Party available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Buyer, the Company Target and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Target and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Target relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Target or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Sub, the Company and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative agree Stockholders agree: (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorSub or Stockholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority; and (B) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or if the any other Person Party so requests, the Company or Stockholders, as the case may be necessary be, shall allow the other Party to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) ARC, the Company and the Securityholders’ Representative Company Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Agreement Section 2.7 and any action audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Company Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorARC or the Company Shareholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Company Shareholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Armada, the Company Barstow and the Securityholders’ Representative Members shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company Barstow and the Securityholders’ Representative Members agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Barstow relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorArmada or the Members, any extensions thereof)) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Authority, and (B) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, Barstow and or the Members, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Buyer, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Buyer, the Company and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or Shareholders, any extensions thereof)) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or Shareholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Buyers, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyers or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (1) Buyer and the Securityholders’ Representative FHGLP shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 6.10 and any action audit, litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company Buyer and the Securityholders’ Representative FHGLP agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Falcon Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or FHGLP, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, Buyer or FHGLP, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect take possession of such books and records to the transactions contemplated hereby)extent they would otherwise be destroyed or discarded, subject to a confidentiality agreement provided by the party turning over such books and records and reasonably acceptable to the other party.

Cooperation on Tax Matters. Acquiror, the Company (1) Buyer and the Securityholders’ Representative General Partner shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 6.10 and any action audit, litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company Buyer and the Securityholders’ Representative General Partner agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries FrontierVision Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or the General Partner, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, Buyer or the General Partner, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect take possession of such books and records to the transactions contemplated hereby)extent they would otherwise be destroyed or discarded.

Cooperation on Tax Matters. Acquiror, the Company Parent and the Securityholders’ Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which may be in such party’s possession and that are reasonably relevant to any such action or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. AcquirorParent, the Company Surviving Corporation and the Securityholders’ Stockholder Representative agree to shall (a) retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirornotified, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Tax Authority, and (b) to give the other party fourteen (14) days’ Written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Parent, the Surviving Corporation and the Securityholders’ Representative further agreeStockholder Representative, upon requestas the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or take possession of such books and records at such 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, but not limited to, with respect to the transactions contemplated hereby)party’s expense.

Cooperation on Tax Matters. Acquiror(i) The Purchaser, the Company and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative agree Seller agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Purchaser or the Seller, any extensions thereof)) of the respective tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (i) The Buyer and the Securityholders’ Representative Company, on the one hand, and the Holders, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section 7.9 and any action or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such action Tax Return or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the The Company and the Securityholders’ Representative each Holder agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Holders, any extensions thereof)) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother Parties reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, the Company or such Holder, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Buyer, the Company Target and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 9 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's reasonable request) the provision of records and information which that are reasonably relevant to any such action 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. Acquiror, the Company The Target and the Securityholders’ Representative agree to Sellers shall (A) retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Target relating to any Pre-Taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Sellers, any extensions thereof)) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) give the Securityholders’ Representative further agreeBuyer reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Target or the Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (i) Surviving Corporation and the Securityholders’ Representative Xxxxxxx shall cooperate fully, as and to the extent reasonably requested by the other partyanother Party, in connection with the filing of Tax Returns pursuant to this Agreement Section 5.11 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Surviving Corporation and the Securityholders’ Representative Xxxxxxx agree (A) to retain all books and records of the Company with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorXxxxxxx, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother Parties reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if another Party so requests, the Surviving Corporation shall allow such Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 6.5 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such action audit, litigation or other proceeding and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the The Company and the Securityholders’ Representative Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. AcquirorParent, the Company and the Securityholders’ Representative its subsidiaries, and Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company and the Securityholders’ Representative its subsidiaries, Shareholders and Parent agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries its subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorParent or Holders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, Company and its subsidiaries and Shareholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (i) Buyers and the Securityholders’ Representative Common Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Buyer and the Securityholders’ Representative Common Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or the Common Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Buyers or the Common Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Significant Shareholders, the Parent and Company and the Securityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. AcquirorThe Significant Shareholders, the Parent and Company and the Securityholders’ Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Significant Shareholders, Parent or Company, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Significant Shareholders, Parent or Company, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Article XI and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such action 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. AcquirorThe Buyer, the Company and the Securityholders’ Representative Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, the Buyer, the Company or Sellers, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the (i) The Surviving Company and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 5.7, and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Shareholder Representative and the Securityholders’ Representative Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Surviving Company or the Shareholder Representative, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company, the Shareholder Representative, or the Shareholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company Sellers and the Securityholders’ Representative Business shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Article and any action audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such action audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. AcquirorBuyer, the Company Sellers and the Securityholders’ Representative agree to Business shall (A) retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Business relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror 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, Sellers and the Securityholders’ Representative further agreeBusiness, upon requestas the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (a) The Buyer and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Article IX and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company and the Securityholders’ Representative agree The Seller agrees (i) to retain all books and records with respect to Tax matters pertinent to the Company and Company, as the Company Subsidiaries case may be, relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing Authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) The Buyer, the Company Sellers and the Securityholders’ Representative Company shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (i) Seller and the Securityholders’ Representative Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 6.15(i) and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company Seller and the Securityholders’ Representative Buyer agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorSeller or Buyer, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, Seller or Buyer, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect take possession of such books and records to the transactions contemplated hereby)extent they would otherwise be destroyed or discarded.

Cooperation on Tax Matters. Acquiror(i) The Purchaser, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative agree agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Purchaser or the Sellers, any extensions thereof)) of the respective tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (1) The Buyer and the Securityholders’ Representative Target Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Target and the Securityholders’ Representative Target Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Target relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Target Stockholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Target or the Target Stockholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror9.3.1 Providence, the Company WCG Companies and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action or other proceeding with respect to TaxesTax proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. AcquirorProvidence, the Company WCG Companies and the Securityholders’ Representative Sellers, agree (a) to retain all books and records with respect to Tax matters pertinent to the each WCG Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorProvidence or the Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing Authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, each WCG Company or Providence, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Parent, the Company Federal, ATS and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other any party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company ATS and the Securityholders’ Representative Stockholders agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries ATS relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorFederal or the Stockholders’ Representative, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other so requests, ATS or the Stockholders, as the case may be, shall allow the other to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. 10.4.1. The Acquiror, the Company Target and the Securityholders’ Representative Principals shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Target and the Securityholders’ Representative Principals agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Target relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Acquiror or the Principals, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Target or the Principals, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company Company, and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company Targets and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Targets and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Targets relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Targets or Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. AcquirorThe Purchaser, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section 5.14 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such action audit, litigation or other proceeding and making employees available on a mutually convenient 24 basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company and the Securityholders’ Representative The Parties agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Purchaser or the Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, the Company or the Sellers, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company each Company, and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Agreement Section 5.2 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Each Company and the Securityholders’ Representative Seller agree (i) to retain all books and records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company Purchased Entities, the Controlling Shareholders and the Securityholders’ Shareholders" Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 5.7 and any action or other proceeding with respect to TaxesTax Proceeding. Such cooperation shall include the retention and (upon the other another party’s 's reasonable request) the provision of records and information which are reasonably relevant to any such action or other proceeding Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. AcquirorBuyer, the Company Company, the other Purchased Entities, the Controlling Shareholders and the Securityholders’ Shareholders' Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Purchased Entities relating to any Pre-Closing Tax Period ended on or before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquiror, with due regard for any extensions thereof)) of the respective taxable periods, and (B) after such expiration to abide by all record retention agreements entered into with give the other party reasonable written notice prior to transferring, destroying or discarding any Governmental Entity. Acquiror such books and records and, if the Securityholders’ Representative further agreeother party so requests, upon request, the party in possession of such records shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

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

Cooperation on Tax Matters. AcquirorThe Parent, the Company Shareholders’ Representative and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Parent or the Shareholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Purchaser, the Company Company, and the Securityholders’ Representative Owners shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 12.2 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Owners agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorPurchaser or the Owners, any extensions thereof)) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such Books and Records and, if the other party so requests, the Company or the Owners, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such Books and Records.

Cooperation on Tax Matters. Acquiror(i) Parent, the Company Second Surviving Corporation and the Securityholders’ Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are may be reasonably relevant to any such action Tax Return or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. AcquirorParent, the Company Second Surviving Corporation and the Securityholders’ Stockholder Representative agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute relevant statutes of limitations (and, to the extent notified by AcquirorParent or Stockholder Representative, any extensions thereof)) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Authority and (ii) to give to the Securityholders’ Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Person so requests, the Second Surviving Corporation or the Stockholder Representative, as the case may be necessary be, shall allow the other Person to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, The Company shall (and Buyer shall cause the Company to) and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 6.4 and any action or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the The Company and Seller agree (and Buyer shall cause the Securityholders’ Representative agree Company) (x) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Company or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing Authority, and (y) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other so requests, the Company shall (and Buyer shall cause the Company to) or Seller shall, as the case may be, allow the other to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. AcquirorPurchaser, the Company Corporation and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Returns, and any action audit, litigation or other proceeding Legal Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action audit, litigation or other proceeding Legal Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company The Corporation and the Securityholders’ Representative agree Shareholders agree: (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Corporation relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorPurchaser, or Shareholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityTax 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 Corporation or Shareholders, as the case may be, shall allow the other party to take possession of such books and records. Acquiror Purchaser and the Securityholders’ Representative Shareholders further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity 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. Acquiror(a) Purchaser, the Company Company, and the Securityholders’ Representative Shareholder shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Article 11 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Shareholder agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorPurchaser or Shareholder, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring (other than transfers to Affiliates of such Party), upon requestdestroying or discarding any such books and records and, if the other Party so requests, the Company or Shareholder, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Federal, the Company and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorFederal or the Stockholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Stockholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Buyers, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyers or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) I-trax, the Company ProFitness and the Securityholders’ Representative Member shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company ProFitness and the Securityholders’ Representative Member agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries ProFitness relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorI-trax or the Member, any extensions thereof)) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, ProFitness and or the Member, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company Companies and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyparties, in connection with the filing of all Tax Returns pursuant to this Agreement of the Companies and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action audit, litigation or other proceeding proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company Buyer and the Securityholders’ Representative Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Companies relating to any Pre-Closing Tax Period taxable period beginning before the Effective Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions extension thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(A) Buyer, the Company and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section 5(b)(vii) and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which that are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (a) Purchaser and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section 9.3 above and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company Purchaser and the Securityholders’ Representative Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Target Companies relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorPurchaser or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother Party reasonable notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, Purchaser or Seller, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (i) The Buyer and the Securityholders’ Representative Xxx shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Buyer and the Securityholders’ Representative Xxx agree (A) to retain all books and records with respect to Tax matters pertinent to the Company BMI and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or Xxx, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror and Regulatory Authority, and (B) to give the Securityholders’ Representative further agreeother parties reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if another party so requests, the Buyer or Xxx, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(1) Buyer, the Company Acquired Corporation and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company Acquired Corporation and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Acquired Corporation relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, Acquired Corporation or Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) The Buyer, the Company Company, and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParties, in connection with the filing of Tax Returns pursuant to this Agreement Section 7.3 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action or other proceeding audit and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the The Company and the Securityholders’ Representative each Seller agree (i) to retain all books and records in its possession after the Closing Date with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, the Company or such Seller, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Shareholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or Shareholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company and the Securityholders’ Representative Holders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 10.2 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Holders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or the Holders, any extensions thereof)) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Holders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) The Buyer, the Company Company, and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParties, in connection with the filing of Tax Returns pursuant to this Agreement Section 7.3 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action or other proceeding audit and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (i) to retain all books and records in their possession after the Closing Date with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror9.3.1 Buyer, the Company AlphaCare Companies and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action or other proceeding with respect to TaxesTax proceeding. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquirorthe AlphaCare Companies and Seller, the Company and the Securityholders’ Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries AlphaCare Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing Authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(1) Altrimega, the Company and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Agreement Section 2.9 and any action audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorAltrimega or any Shareholder, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, to use their reasonable best efforts to obtain any certificate or if the other document from any Governmental Entity party so requests, the Company or any Shareholder, as the case may be, shall allow the other Person as may be necessary party to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Purchaser, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Purchaser or the Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring , upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company ABPH and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 9.05 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company ABPH and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries ABPH relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Tax Authority, and the Securityholders’ Representative further agree, upon request, (B) to use their reasonable best efforts to obtain give the other party reasonable written notice prior to transferring, destroying or discarding any certificate such books and records and, if the other party so requests, ABPH or Seller, or the case may be, shall allow the other document from any Governmental Entity or any other Person as may be necessary party to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) QuadraComm, the Company RFS and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company RFS and the Securityholders’ Representative Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries RFS relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorQuadraComm or Shareholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, RFS or Shareholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Parent, the Company and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Parent or the Shareholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company Subsidiary and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Subsidiary and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Subsidiary relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Subsidiary or Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Stockholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or Stockholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) ARC, the Company and the Securityholders’ Representative Company Shareholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Agreement Section 2.7 and any action audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Company Shareholder agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorARC or the Company Shareholder, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Company Shareholder, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror8.5.1 The Buyer, the Company and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section 8 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative agree to Seller shall (A) retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing Authority, and (B) give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, the Company or the Seller, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. AcquirorBuyer, the Company Company, and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement (and any action amendments to Tax Returns) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. AcquirorThe Company, the Company Sellers, and the Securityholders’ Representative Buyers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing 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 Sellers, as the case may be, shall allow the other party to take possession of such books and records. Acquiror Buyer and the Securityholders’ Representative Sellers further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby).

Cooperation on Tax Matters. Acquiror(1) Parent, the Company Company, the Surviving Corporation and the Securityholders’ Representative Company Stockholders shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section 6.3 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such action 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. AcquirorThe Company, the Company Surviving Corporation and the Securityholders’ Representative Company Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorParent and the Company Stockholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, Parent or the Company Stockholders, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. AcquirorThe Buyer, the Company and the Securityholders’ Representative shall Stockholder Representatives will cooperate fully, as and to the extent reasonably requested by the other another party, in connection with any Tax matters relating to the filing Company and its Subsidiaries for which one party could reasonably require the assistance of Tax Returns pursuant to this Agreement and the other party in obtaining any action or other proceeding with respect to Taxesnecessary information. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderTax matter. Acquiror, the The Company and the Securityholders’ Representative Stockholder Representatives agree (A) to retain all books and records in their possession as of the Closing Date with respect to Tax matters pertinent to any of the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or the Stockholder Representatives, any extensions thereof)) of the respective taxable periods, and to abide by all record retention requirements under applicable law or record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if another party so requests, the Company or the Stockholder Representatives, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. AcquirorBuyer, the Company Target Entities and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Article VIII and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such action 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. Acquiror, the Company The Target Entities and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Target Entities relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Target Entities or Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of copies of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Purchaser, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Purchaser or the Sellers, any extensions thereof)) of the respective tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, The Company shall (and Holdings shall cause the Company to) and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 6.4 and any action or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the The Company and Seller agree (and Holdings shall cause the Securityholders’ Representative agree Company) (x) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Company or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror Taxing Authority, and (y) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other so requests, the Company shall (and Holdings shall cause the Company to) or Seller shall, as the case may be, allow the other to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) The Buyer, the Company and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Seller agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Company and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Article X and any action audit, litigation --------- or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing Authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (a) The Buyer and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Article IX and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company and the Securityholders’ Representative agree The Seller agrees (A) to retain all books and records with respect to Tax matters pertinent to the Company and Company, as the Company Subsidiaries case may be, relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing Authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Buyer or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Buyer, the Company Parent, the Target and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Target and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries Target relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Target or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(1) Buyer, the Company and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 5.4 and any action audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company Buyer and the Securityholders’ Representative Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or the Stockholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, Buyer or the Stockholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate take possession of such books and records in lieu of destruction 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, but not limited to, with respect to the transactions contemplated hereby)discarding.

Cooperation on Tax Matters. Acquiror(a) Purchaser, the Company and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Article VI and any action audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such action audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the The Company and the Securityholders’ Representative agree to Seller shall (i) retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorPurchaser or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Parent, the Company and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement SECTION 9.4 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorParent or Stockholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or Stockholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Parent, the Company Federal, WGI and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other any party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company WGI and the Securityholders’ Representative Stockholders agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries WGI relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorFederal or the Stockholders’ Representatives, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other so requests, WGI or the Stockholders, as the case may be, shall allow the other to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) The Buyer, the Company Target and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Target and the Securityholders’ Representative agree to Seller shall (A) retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Target relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Target or the Seller, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company (a) The Buyer and the Securityholders’ Representative Stockholder shall cooperate fully, as and to the extent reasonably requested by any of the other partyParties, in connection with the filing of Tax Returns pursuant to this Agreement Section 12 and any action audit, Litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other another party’s 's request) the provision of records and information which are that is reasonably relevant to any such action 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. AcquirorThe Company, the Company Buyer and the Securityholders’ Representative Stockholder agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by Acquirorthe Buyer or the Stockholder, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother Parties reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if another Party so requests, the Company or the Stockholder, as the case may be, shall allow such Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company , and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 6.12 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the date of the Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company RTNT Utilities, and the Securityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The RTNT Utilities and the Securityholders’ Representative Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries RTNT Utilities relating to any Pre-Closing Tax Period taxable period beginning before January 1, 2000 until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other Party so requests, the RTNT Utilities, or Seller, as the case may be, shall allow the other Party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Purchaser, the Company Company, and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. AcquirorPurchaser, the Company Company, and the Securityholders’ Representative Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorPurchaser or the Stockholders, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or Purchaser, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror, the Company 2.8.7.1 Seller and the Securityholders’ Representative Purchaser shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 2.8 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company Seller and the Securityholders’ Representative Purchaser agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries ADI relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorSeller or Purchaser, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, Seller or Purchaser, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect take possession of such books and records to the transactions contemplated hereby)extent they would otherwise be destroyed or discarded.

Cooperation on Tax Matters. Acquiror(i) Buyer, the Company Company, and the Securityholders’ Representative Managing Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement Section 9 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Sellers, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother Party reasonable written notice prior to transferring, upon requestdestroying 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 use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Parent, the Company and the Securityholders’ Representative Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Section 9.17 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorParent or to the Stockholders, any extensions thereof)) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Company or the Stockholders, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) American Healthways, the Company StatusOne and the Securityholders’ Representative Principal Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement Article 9 and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company StatusOne and the Securityholders’ Representative Principal Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries StatusOne relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorAmerican Healthways, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, StatusOne and the Securityholders’ Representative further agreePrincipal Stockholders, upon requestas the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Purchaser, the Company Companies and the Securityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to this Agreement Section and any action audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the Company The Companies and the Securityholders’ Representative Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorPurchaser or Seller, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (ii) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, the Companies or Sellers, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(i) Health Express, the Company and the Securityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Agreement Section 2.7 and any action audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such action 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. Acquiror, the The Company and the Securityholders’ Representative Shareholders agree (A) to retain all books and records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorHealth Express or any Shareholder, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, to use their reasonable best efforts to obtain any certificate or if the other document from any Governmental Entity party so requests, the Company or any Shareholder, as the case may be, shall allow the other Person as may be necessary party to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.

Cooperation on Tax Matters. Acquiror(a) Buyer, the Members and each Company and the Securityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action audit, litigation or other proceeding with respect to TaxesTaxes with respect to the operations of such Company. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action 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. AcquirorEach Company, the Company Member, and the Securityholders’ Representative Buyer agree (A) to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations (and, to the extent notified by AcquirorBuyer or Member, any extensions thereof)) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror taxing authority, and (B) to give the Securityholders’ Representative further agreeother party reasonable written notice prior to transferring, upon requestdestroying or discarding any such books and records and, if the other party so requests, such Company or Member, as the case may be, shall allow the other party to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)take possession of such books and records.