Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other party, in connection with any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax Return. Such cooperation shall include the retention and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts entered into with any Taxing Authority; (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and allow such other party to take possession of such books and records; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the ClosingBuyer, Seller and IHC shall cooperate fully, and Seller, on the one hand, and IHC or Buyer, on as the other handcase may be, shall, and Buyer shall cause the Acquired Company to, and its Subsidiaries to cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer, Seller and IHC agree, and Seller, on the one hand, and IHC or Buyer, on as the other handcase may be, agree: shall cause the Company and its Subsidiaries, (aA) to retain all books and records with respect to Tax matters pertinent to each of the Acquired Company and its Subsidiaries relating to any taxable Taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerBuyer, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; authority, (bB) to deliver or make available to Buyer, within sixty (60) days after the Closing Date, copies of all such books and records, and (C) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and its Subsidiaries, Seller or IHC, as the case may be, shall allow such the other party to take possession of such books and records; (c) . Buyer, Seller and IHC further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following The Buyer and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other party, fully in connection with the filing of Tax Returns and any audit, litigation or other proceeding Proceeding with respect to Taxes Taxes, including, without limitation, by providing or causing to be provided to the preparation Seller any powers of attorney that the Seller reasonably requests for the purposes of filing any income Tax ReturnReturn or participating in any Proceeding. Such cooperation shall include the retention and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation, or other applicable Law Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Buyer and the one hand, and Buyer, on the other hand, agree: Seller agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before prior to the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party to this Agreement so requests, the Buyer or the Seller, as the case may be, shall allow such the other party to take possession of such books and records; (c) . The Buyer and the Seller agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebyherein); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Buyer and Buyer, on the other hand, shallSeller shall cooperate fully, and Buyer and Seller shall cause each of their Affiliates, including the Acquired Company toPurchased Subsidiaries, to cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the preparation, execution and filing of Tax Returns pursuant to Section 7.04(a) or otherwise with respect to any Pre-Closing Tax Period and any audit, litigation examination, inquiry, claim for refund, lawsuit, action, claim, arbitration, mediation or other proceeding at law or in equity by or before a Taxing Authority with respect to Taxes (each a “Tax Claim”) relating to the Purchased Assets or of the preparation of Purchased Subsidiaries with respect to any Pre-Closing Tax ReturnPeriod. Such cooperation shall include the retention and (upon any other party's request) the provision of access to records and information which are reasonably relevant to any such Tax matter Return or required by the Code or other applicable Law and Tax Claim, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and executing powers of attorney. Seller, on the one handSeller and Buyer shall, and Buyershall cause their Affiliates, on including the other handPurchased Subsidiaries, agree: to (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Business, the Purchased Assets and the operations of the Purchased Subsidiaries relating to any taxable period beginning on or before Pre-Closing Tax Period for six (6) years following the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periodsInitial Closing, and to abide by all record retention Contracts entered into with any Taxing Authority; (b) to give the other party reasonable Party ninety (90) days written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests within thirty (30) days of such notice, Seller and Buyer shall, and shall cause their Affiliates, including the Purchased Subsidiaries, to, allow such the other party Party to take possession of such books and records; . Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to transfer to Buyer any Tax Returns or other Tax work papers that include Seller or any of the Retained Subsidiaries (c) provided Seller shall be required to provide information reasonably requested by Buyer for the purpose of complying with Tax Laws pertaining to the Purchased Assets and the Purchased Subsidiaries). Buyer and Seller each agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebyby this Agreement); and (d) upon request, . All third party out-of-pocket costs incurred by a Party to provide the other party comply with all information that any party may be required to report a request by another Party pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company this Section 7.03 shall be deemed terminated as borne by the requesting Party unless the proximate cause of such request is a breach of a representation of covenant by the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereundernon-requesting Party.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer The Parties shall cause the Acquired Company to, cooperate fullyuse commercially reasonable efforts to cooperate, as and to the extent reasonably requested by any other party, and at such requesting party’s expense, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes relating to Tax periods (or portions thereof) ending on or before the preparation of any Tax ReturnClosing Date. Such cooperation shall include the retention and (upon any other party's a reasonable request) the provision of records and information which that are reasonably relevant to any filing of Tax Returns including the transactions contemplated hereby and any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: The Seller agrees (aA) to retain all books and records in its possession with respect to Tax matters pertinent to Taxes of the Acquired Company Purchaser and its Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations for up to seven (and, to the extent notified by Buyer or Seller, any extensions thereof7) of the respective taxable periodsyears, and to abide by all record retention Contracts entered into with any Taxing Authority; (bB) to give the other party Purchaser reasonable written notice prior to transferring, destroying or discarding any such books and records and shall allow such other party the Purchaser to take possession of such books and records; (c) . For the avoidance of doubt, the Seller shall not be required to use commercially reasonable efforts to obtain any certificate share tax information or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including books and records with the Purchaser with respect to the transactions contemplated hereby); and (d) upon requestSeller or the Seller’s consolidated, to provide the other party with all information that any party may be required to report pursuant combined, unitary or affiliated tax group, except to the Code. All Tax-sharing Contracts extent there is an audit, litigation or similar Contracts other proceeding with respect to or involving the Acquired Company shall be deemed terminated as Seller’s Income Taxes with respect to a taxable period for which the Purchaser was a member of the ClosingSeller’s consolidated, andcombined, after unitary or affiliated tax group and the Closing, the Acquired Company shall not be bound thereby Purchaser is reasonably expected to have liability for all or have a portion of any liability thereunderresulting Tax liability.

Cooperation on Tax Matters. Following (a) Buyer, the Closing, Seller, on the one handCompany and its Subsidiaries, and Buyer, on the other hand, shall, and Buyer Pro-Fac shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, The Company and Buyer, on the other hand, agree: its Subsidiaries and Pro-Fac agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerPro-Fac, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, in any such event if the other party so requests, the Company and its Subsidiaries or Pro-Fac, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) Buyer and Pro-Fac agree further, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Buyer and (d) Pro-Fac agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to Code Section 6043 and all Treasury Regulations promulgated thereunder. (d) Buyer, the Code. All TaxCompany and Pro-sharing Contracts or similar Contracts with respect to or involving Fac agree that the Acquired Company shall be deemed terminated as consummation of the ClosingClosing of the transactions contemplated hereby, and, after shall take place in the Closing, the Acquired Company order set forth on Schedule 9.4 attached hereto and that for all purposes each party shall not be bound thereby or have any liability thereunderrespect such order.

Cooperation on Tax Matters. Following Purchaser and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns (including the execution thereof) and any audit, investigation, litigation or other proceeding with respect to Taxes or the preparation of Taxes, including any Tax ReturnProceeding. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. SellerIf documents or information is requested hereunder with respect to an inquiry from a Governmental Authority, on such information or documents shall be provided to the one handrequesting party within 25 days of the request therefor. Seller and Purchaser agree, and BuyerPurchaser agrees to cause the Acquired Company and the Subsidiaries, on the other hand, agree: (ai) to retain all books and records with respect to Tax matters pertinent to the such Acquired Company or Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing taxing or other Governmental Authority; , and (bii) to give the other party reasonable ninety (90) days written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Seller and Purchaser shall, and Purchaser shall cause the Acquired Company and the Subsidiaries to, allow such the other party to take possession of such books and records; (c) . Purchaser and Seller further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated herebyby this Agreement); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the ClosingPurchaser, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer shall cause the Acquired Company to, Companies and the Equityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: The Equityholders’ Representative shall (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies or their Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerPurchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (b) to give the other party reasonable Purchaser written notice prior to transferring, destroying or discarding any such books and records and and, if Purchaser so requests, the Equityholders’ Representative shall allow such other party Purchaser to take possession of such books and records; (c) . Purchaser and the Equityholders’ Representative further agree, upon request, to use commercially reasonable efforts cooperate in good faith to obtain mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to by the transactions contemplated hereby); . The Acquired Companies and (d) upon requesttheir Subsidiaries, to provide Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other party with all information that any party documents as may be required necessary or appropriate to report pursuant give effect to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closingthis ARTICLE VIII, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderincluding Section 8.1.

Cooperation on Tax Matters. Following After the ClosingClosing Date, Seller, on the one hand, and Buyer, on the other hand, parties hereto shall, and Buyer shall cause the Acquired Company to, : (i) cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to Section 9.1(c) and any audits of, or disputes with Governmental Authorities regarding, any Taxes or Tax Returns of the Company and take any actions reasonably requested by the other party in connection therewith; (ii) make available to one another and to any Governmental Authority, as reasonably requested in connection with any Tax Return described in this section or any audit, litigation litigation, or other proceeding with respect to Taxes, all reasonably relevant information relating to any Taxes or Tax Returns of the preparation of any Tax Return. Such cooperation shall include the retention Company, and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the ; (iii) furnish one hand, and Buyer, on the other hand, agree: (a) to retain another with copies of all books and records correspondence received from any Governmental Authority in connection with any Tax audit or information request with respect to any Pre-Closing Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations Period; (and, to the extent notified by Buyer or Seller, any extensions thereofiv) of the use their respective taxable periods, and to abide by all record retention Contracts entered into with any Taxing Authority; (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and allow such other party to take possession of such books and records; (c) to use commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed (including including, without limitation, with respect to the transactions contemplated hereby); and ; (dv) upon request, provide to provide the other party with all information that any the other party may be required to report pursuant to the Code. All Tax-sharing Contracts Code Section 6043, or similar Contracts Code Section 6043A, or Treasury Regulations promulgated thereunder; and (vi) retain all books and records with respect to or involving Tax matters pertinent to the Acquired Company shall be deemed terminated as relating to any taxable period beginning before the Closing Date until the expiration of the Closing, statute of limitations (and, after to the Closingextent notified by Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority, and to give the other Person reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Person so requests, the Acquired Company Purchaser or the Seller, as the case may be, shall not be bound thereby or have any liability thereunderallow the other Person to take possession of such books and records.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Seller and Buyer, on the other hand, shall, and Buyer Purchaser shall cause the Acquired Company to, cooperate fullyreasonably, as and to the extent reasonably requested by any other such party, in connection with the filing of Tax Returns pursuant to this Section 4.3 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (and, upon any such other party's ’s request) , the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding, and the making available of employees available on a mutually convenient basis to provide additional information and explanation of any material or information provided hereunder. Seller, on Seller shall and prior to Closing Seller shall cause the one handCompanies to, and Buyerafter the Closing Purchaser shall cause the Companies to, on the other hand, agree: (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified reasonably requested by Buyer Seller or SellerPurchaser, any extensions extension thereof) of for the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the each other such party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if any such other party so requests, Seller or Purchaser, as the case may be, shall allow such other party to take possession or to make copies of such books and records; . Seller and Purchaser (cfor themselves and on behalf of the Companies) further agree, upon request: (a) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on such party or the Companies (including with respect to the transactions contemplated hereby); and and (db) upon request, to provide the each such other party with all available information that any such other party may be required to report pursuant to the Code. All Tax-sharing Contracts Code §6043 or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as any provision of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderTreasury Regulations.

Cooperation on Tax Matters. Following Purchaser and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns (including the execution thereof) and any audit, investigation, litigation or other proceeding with respect to Taxes or the preparation of Taxes, including any Tax ReturnProceeding. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. SellerIf documents or information is requested hereunder with respect to an inquiry from a Governmental Authority, on such information or documents shall be provided to the one handrequesting party within 25 days of the request therefor. Seller and Purchaser agree, and BuyerPurchaser agrees to cause the Acquired Company and the Subsidiaries, on the other hand, agree: (ai) to retain all books and records with respect to Tax matters pertinent to the such Acquired Company or Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing taxing or other Governmental Authority; , and (bii) to give the other party reasonable ninety (90) days written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Seller and Purchaser shall, and Purchaser shall cause the Acquired Company and the Subsidiaries to, allow such the other party to take possession of such books and records; (c) . Purchaser and Seller further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated herebyby this Agreement); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (a) Federal, C-CUBED, C-CUBED’s Subsidiaries and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Stockholders shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerC-CUBED, on the one handits Subsidiaries, and Buyer, on the other hand, agree: Stockholders agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company C-CUBED and its Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Federal or Sellerthe Stockholders’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other so requests, C-CUBED or the Stockholders, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) Federal and the Stockholders further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Federal and (d) the Stockholders further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (i) The Buying Entities and Buyer, on the other hand, shall, Seller shall (and Buyer each shall cause the Acquired Company UK Subsidiary, Korean Subsidiary and Factory Power to, ) cooperate fully, at the expense of the requesting party, as and to the extent reasonably requested by any other partySeller or Buyer, in connection with any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Parties' request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerWithout limiting the generality of the foregoing, on the one hand, each Buying Entity and Buyer, on the other hand, agree: Seller agree (a1) to retain all books and records with respect to Tax matters pertinent to the Acquired Company MTG relating to any taxable period beginning on or before the Closing Transfer Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe other Party, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (b2) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and allow and, if the other Party so requests, to permit such other party Party, at its expense, to take possession of such books and records; . (cii) to The Buying Entities and Seller shall (and each shall cause UK Subsidiary, Korean Subsidiary and Factory Power to), upon request, use commercially their reasonable efforts to obtain obtain, at the expense of the requesting party, any certificate or other document from any Governmental Authority governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including without limitation with respect to the transactions contemplated hereby); . (iii) The Buying Entities and Seller shall (d) and each shall cause UK Subsidiary, Korean Subsidiary and Factory Power to), upon request, to provide the furnish each other party with all information that any party of them may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (i) Purchaser, the Closing, Seller, on Companies and the one hand, and Buyer, on the other hand, shall, and Buyer Representative shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: The Companies agree to (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable Taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Sellerthe Representative, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; authority, and (bB) to give the other party Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if Representative so requests, the Companies shall allow such other party Representative to take possession of such books and records; (c) . Purchaser and the Representative further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (ii) The Representative shall promptly notify Purchaser and (d) the Company, and Purchaser and the Company shall promptly notify the Representative, in writing upon requestreceipt by him or it of notice of any pending or threatened state, to provide the other party with all information that any party may be required to report pursuant central, regional, local or foreign Tax audits or assessments relating to the Code. All Tax-sharing Contracts income, properties or similar Contracts with respect operations of Companies before the Closing Date. (iii) Purchaser shall not (and shall not cause or permit the Companies to) (A) take any action that would give rise to any item of income, gain, loss, deduction, expense or involving credit to the Acquired Company shall be deemed terminated as Companies for income Tax purposes on the Closing Date, other than the conduct of the Closinghistoric business of the Companies in the Ordinary Course; (B) file any amendment of any income Tax Return of the Companies for any period ending on or before the Closing Date or which includes the Closing Date, andwithout the prior written consent of the Representative, after which shall not be unreasonably withheld. If any refund of Taxes is received by the Company in respect of any period ending before or apportionable to the period before the Closing, the Acquired Company amount of such refund shall not be bound thereby or have any liability thereunder.promptly remitted to the Stockholders and included in the Purchase Price in the proportions provided in Exhibit G.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Buyer and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of any Tax Return with respect to the Acquired Company or Acquired XXXXx and any audit, litigation or other proceeding with respect to Taxes with respect to the Acquired Company or the preparation of any Tax ReturnAcquired XXXXx. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code Return, audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Each of Buyer and Buyer, on the other hand, agree: Seller agrees (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date or with respect to the Acquired XXXXx until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; Authority with respect to such Tax matters, and (b) in the case of Seller, to give the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if Buyer so requests, Seller shall allow such other party to take Buyer the option of taking possession of such books and records; (c) records prior to their disposal. Buyer and Seller further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereundercontemplated.

Cooperation on Tax Matters. Following the Closing, SellerSellers, on the one hand, and Buyer, on the other hand, shall, and Buyer shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other party, in connection with any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax Return. Such cooperation shall include the retention and (upon any other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Sellers and Buyer, on the other hand, agree: Buyer agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and allow such other party to take possession of such books and records; (c) . Buyer, on the one hand, and Sellers, on the other hand, agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . Sellers, on the one hand, and (d) Buyer, on the other hand, further agree, upon request, to provide the other party with all information that any party may be required to report pursuant to the CodeCode and all regulations promulgated thereunder. All Tax-Tax sharing Contracts agreements or similar Contracts agreements with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (a) Purchaser, the Closing, Seller, on the one handSurviving Corporation and its Subsidiaries, and Buyer, on the other hand, shall, and Buyer Company Stockholder Representative shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 7.4 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other partyParty's request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, The Surviving Corporation and Buyer, on the other hand, agree: its Subsidiaries agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Surviving Corporation and its Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Company Stockholder Representative or SellerPurchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Surviving Corporation and its Subsidiaries or the Company Stockholder Representative, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cb) Purchaser and the Company further agree, upon request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Purchaser and (d) the Company Stockholder Representative further agree, upon request, to provide the other party Party with all information that any party either Party may be required to report pursuant to Code Section 6043A or the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving Treasury Regulations promulgated thereunder. (d) It is understood that following the Acquired Effective Time the Company will be a wholly owned Subsidiary of Purchaser and that as a result Purchaser shall be deemed terminated as liable for any breach by the Company or its Subsidiaries of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereundertheir respective obligations under this Article 7.

Cooperation on Tax Matters. Following the Closing, Sellerthe Equityholders, on the one hand, and BuyerPurchaser, on the other hand, shall, and Buyer Purchaser shall cause the Acquired Company Companies to, cooperate fully, as and to the extent reasonably requested by any other party, in connection with any audit, litigation or other proceeding with respect to Taxes of the Companies or the preparation of any Tax ReturnReturn of the Companies. Such cooperation shall include the retention and (upon any other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, The Equityholders and Buyer, on the other hand, agree: Purchaser agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Sellerthe Equityholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and allow such other party to take possession of such books and records; (c) . Purchaser, on the one hand, and the Equityholders, on the other hand, agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . The Equityholders, on the one hand, and (d) Purchaser, on the other hand, further agree, upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all regulations promulgated thereunder.

Cooperation on Tax Matters. Following (i) The Buyer and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the preparation and filing of Tax Returns pursuant to this Section 9(b) and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax Return. Such cooperation shall include the retention and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Buyer and the one hand, and Buyer, on the other hand, agree: (a) to Seller shall retain all books and records in their possession with respect to Tax matters pertinent to the Acquired Company relating to any whole or partial taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periodsperiods (the “Records”), and to abide by all record retention Contracts agreements entered into with any Taxing Authority; (b) to give taxing authority. Following the Closing Date, each Party shall afford the other party Party and its accountants, and counsel, during normal business hours, upon reasonable written notice prior request, full access to transferringthe Records and to such Party’s employees to the extent that such access may be requested for purposes of preparing or filing any Tax Return, destroying claiming any refund with respect to Taxes or discarding defending any audit or other proceeding with respect to Taxes at no cost to the Party accessing the Records (other than for reasonable out-of-pocket expenses); provided that such books access shall not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreement; provided, further, that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. (ii) The Buyer and records and allow such other party to take possession of such books and records; (c) the Seller further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); . (iii) The Buyer and (d) the Seller agree, upon request, to provide the other party Parties with all information that any party such other Parties may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Sections 751 and 6050K of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (a) Buyer, Holdings, the Closing, Seller, on the one handCompany and each of Company’s Subsidiaries shall provide to Sellers’ Representative, and Sellers’ Representative shall provide to Buyer, on the other handsuch material and relevant information, shall, without charge and Buyer shall cause the Acquired Company to, cooperate fullyin a timely fashion, as and to each may reasonably request of the extent reasonably requested by any other partyother, in connection with the filing of Tax Returns pursuant to this Article 12 and any audit, litigation or other proceeding with respect to Taxes imposed on Holdings, the Company or the preparation of any Tax ReturnCompany’s Subsidiaries. Such cooperation shall include the retention and (upon any the other party's ’s request, at the other party’s cost and expense and at the time and place mutually agreed upon by the parties) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, to the extent such information and/or explanation is readily available and within the control of the party to which such request is made. SellerThe responsibility to retain records and information shall include the responsibility to (i) retain such records and information as are required to be retained by any applicable Tax authority and (ii) retain such records and information in machine-readable format where appropriate such that the requesting party shall be able to readily access such records and information. Holdings, on the one handCompany, and each of Company’s Subsidiaries, Buyer, on the other hand, agree: Sellers and ACAS agree (aA) to retain all books and records with respect to Tax matters pertinent to Holdings, the Acquired Company and Company’s Subsidiaries relating to any taxable period beginning ending on or before prior to the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periodsDate, and to abide by all record retention Contracts arrangements entered into with any Taxing Authority; Tax authority with respect thereto, and (bB) to give the other party reasonable written notice and receive the consent of the other party, which consent shall not be unreasonably withheld, prior to transferring, destroying or discarding any such books and records and allow such records. The requesting party shall reimburse the other party to take possession for any reasonable out-of-pocket expenses, or costs of making employees available, upon receipt of reasonable documentation of such books and records; expenses or costs. Any information or explanation obtained pursuant to this Section shall be maintained in confidence, except (c1) as may be legally required in connection with claims for refund or in conducting or defending any Tax audit or other proceeding or (2) to the extent the disclosing party provides written permission for such disclosure. (b) Buyer and Sellers further agree, upon the other’s reasonable request, to use commercially reasonable efforts their best efforts, and, in the case of Buyer, to cause Holdings, the Company and Company’s Subsidiaries to use their best efforts, to obtain any certificate consents, Orders, certificates or other document documents from any Governmental Authority Body or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderimposed.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (a) Buyer and Buyer, on the other hand, shall, its Related Persons and Buyer Seller and its Related Persons shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.3 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on Buyer (and Buyer shall cause the one handCompany), and Buyer, on the other hand, agree: Seller agrees (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Seller and Buyer shall cause the Company to, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cb) Buyer and Seller further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Buyer and (d) Seller further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to Code Section 6043 and all Treasury Regulations promulgated thereunder. (d) The parties hereto agree that the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as issuance of the Closing, and, after Purchase Price Shares in exchange for the Closing, membership interest in the Acquired Company constitutes a tax-free exchange under Code Section 368 and shall file all tax returns accordingly and shall not be bound thereby tax any contrary position in any Tax return or have any liability thereunderTax Proceeding.

Cooperation on Tax Matters. Following Each of Buyer and the Closing, Seller, on the one handSeller Parties will, and Buyer, on the other hand, shall, and Buyer shall will cause the Acquired Company their respective Affiliates to, cooperate fully, as and to the extent reasonably requested by any other partyanother Party, in connection with any audit, litigation the filing of Tax Returns of or other proceeding with respect to the Company and any proceeding in respect of Taxes of or with respect to the preparation of any Tax ReturnCompany. Such cooperation shall will include the retention and (upon any other party's requestthe request of another Party) the provision of records and information which that are reasonably relevant to any such Tax matter Returns or required by the Code or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerThe Seller Parties, on the one hand, and Buyer, on the other hand, agree: agree to, and agree to cause their Affiliates to, (ai) to retain all books and records in their possession with respect to Tax matters pertinent relating to the Acquired Company relating to for any taxable Tax period beginning on or before the Closing Date until the expiration of the statute of limitations (andof the Tax periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by Buyer or Seller, any the other in writing of such extensions thereof) of for the respective taxable Tax periods, and to abide by all record retention Contracts entered into with any Taxing Authority; (bii) to give if the other party reasonable written notice requests prior to transferring, destroying the expiration of such statute of limitation period that such books and records be transferred to the requesting Party and the other Party intends to destroy or discarding discard any such books and records records, Buyer or the Seller Parties will, and will cause their respective Affiliates to, allow such other party Party to take possession of such books and records; . The Seller Parties will give prompt written notice to Buyer if any Seller Party (cor any Affiliate of such Seller Party) receives any communication or notice with respect to any proceeding relating to the Taxes of or attributable to the Company that, if pursued successfully, would reasonably be expected to result in or give rise to a liability of the Company, Buyer, or any of its Affiliates for Taxes. The Seller Parties and Buyer further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed on any Party (or its Affiliates), including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (a) The Purchaser, the Closing, Seller, on Company and the one hand, and Buyer, on the other hand, shall, and Buyer Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of tax returns and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax Returntaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, and Buyer, on the other hand, agree: Sellers shall each (ai) to retain all books and records with respect to Tax tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or Sellerthe Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow such the other party to take possession of such books and records; (c) to . The Purchaser and the Sellers shall, upon request, use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Authority government authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated contemplate hereby.); and (db) upon At the Purchaser's request, to provide so long as there is no adverse effect on any Seller, the other party Sellers shall join with all information that the Purchaser in making an election under Section 338(h)(10) of the Code (and any party may be required to report pursuant to the Code. All Tax-sharing Contracts corresponding elections under state, or similar Contracts local law) (a "Section 338(h)(10) Election") with respect to or involving the Acquired Company shall be deemed terminated as purchase of the Closing, and, after the ClosingCommon Shares. If so requested and required, the Acquired Company Sellers shall not be bound thereby or have any liability thereunder.deliver at closing two originals of Form 8023 properly executed. If Purchaser decides to make the Section 338(h)(10) Election, and the Sellers are so required, it shall deliver to the Sellers a completed, executed Form 8023, with attachments, no later than ten days before the due date of such election. If Purchaser delivers the forms to the Sellers and the Sellers are so required, the Sellers will take all actions necessary on their part to make the Section 338(h)(10)

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (a) The Buyer, on the other handCompany, shall, the Subsidiary and Buyer the Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this SECTION 8 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, Subsidiary and Buyer, on the other hand, agree: Sellers agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and the Subsidiary relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and the Subsidiary or Sellers, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) The Buyer and the Sellers further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) The Buyer and (d) the Sellers further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer (i) The Parties shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section 7.5 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include signing any Tax Returns, amended Tax Returns, claims or other documents necessary to settle any Tax controversy, the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: (a) Buyer agrees to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerHRSI, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; (b) relevant taxing authority and to give the other party HRSI reasonable written notice prior to transferring, destroying or discarding any such books and records records. (ii) HRSI shall have the right to participate in and allow to direct Buyer in respect of any Tax proceeding to the extent it (a) relates to a pre-Closing taxable year or a Pre-Closing Tax of the Company and (b) could increase HRSI’s liability hereunder; provided, however, that Buyer shall not be required to follow the HRSI’s direction in any case in which the consequence could reasonably be expected to increase the Tax liability of, or otherwise have an adverse effect on, the Company or Buyer for which HRSI would have no obligation to indemnify in full. HRSI shall have no right to require the Company to settle or compromise any such other party proceeding, but Buyer agrees to take possession of such books settle upon terms proposed by HRSI if and records; to the extent Buyer reasonably determines that doing so will not increase the Tax liability of, or otherwise have an adverse effect on, the Company or Buyer. (ciii) Buyer and HRSI further agree, upon reasonable request by the other, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (a) Buyer and Buyer, on the other hand, shall, its Related Persons and Buyer Sellers and their Related Persons shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.3 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on Buyer (and Buyer shall cause the one handCompany), and Buyer, on the other hand, agree: Sellers agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Sellers and Buyer shall cause the Company to, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cb) Buyer and Sellers further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Buyer and (d) Sellers further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to Code Section 6043 and all Treasury Regulations promulgated thereunder. (d) The parties hereto agree that the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as issuance of the Closing, and, after Purchase Price Shares in exchange for the Closing, Membership Interests in the Acquired Company constitutes a tax-free exchange under Code Section 368 and shall file all tax returns accordingly and shall not be bound thereby take any contrary position in any Tax return or have any liability thereunderTax Proceeding.

Cooperation on Tax Matters. Following After the ClosingClosing Date, Seller, on the one hand, and Buyer, on the other hand, parties hereto shall, and Buyer shall cause the Acquired Company to, : (i) cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to Section 9.5(c) and any audits of, or disputes with Governmental Entities regarding, any Taxes or Tax Returns of the Company, the Surviving Corporation or the Operating Company and take any actions reasonably requested by the other party in connection therewith; (ii) make available to one another and to any Governmental Entity, as reasonably requested in connection with any Tax Return described in this section or any audit, litigation litigation, or other proceeding Proceeding with respect to Taxes, all reasonably relevant information relating to any Taxes or Tax Returns of the preparation of any Tax Return. Such cooperation shall include Company, the retention Surviving Corporation or the Operating Company, and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller; (iii) furnish one another with copies of all correspondence received from any Governmental Entity in connection with any Tax audit or information request with respect to any Pre-Closing Tax Period; (iv) use their respective best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, on reduce, or eliminate any Tax that could be imposed (including, without limitation, with respect to the one handtransactions contemplated hereby); (v) upon request, and Buyer, on provide to the other handparty all information that the other party may be required to report pursuant to Sections 6043 or 6043A of the Code, agree: or Treasury Regulations promulgated thereunder; and (avi) to retain all books and records with respect to Tax matters pertinent to the Acquired Company, the Surviving Corporation or the Operating Company relating to any taxable Taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or Sellerthe Stockholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; (b) Governmental Entity, and to give the other party Person reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other Person so requests, Parent or the Stockholder Representative, as the case may be, shall allow such the other party Person to take possession of such books and records; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Transferee and Buyer, on the other hand, shall, and Buyer Transferor shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's reasonable request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handTransferee and Transferor agree (x) to retain, and Buyercause the Company to retain, on the other hand, agree: (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Transferee or SellerTransferor, any extensions thereof) of the respective taxable periods, and to abide abide, and to cause the Company to abide, by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (by) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so reasonably requests, Transferee and allow such Transferor, as the case may be, shall allow, and Transferee shall cause the Company to allow, the other party to take possession of such books and records; (c) . Transferee and Transferor further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . Transferee and (d) Transferor further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code (section)6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (a) Except as otherwise agreed to by Parties, the ClosingPurchaser, Seller, on the one hand, Target Companies and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to Section 9.1 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of copy of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on Purchaser and Seller each shall cause the one hand, and Buyer, on the other hand, agreeTarget Companies: (ai) to retain all books and records (including Tax Returns, CFDIs, tax invoices and agreements) with respect to Tax matters pertinent to the Acquired Company Target Companies and their subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party Purchaser and Seller reasonable written notice prior to transferring, destroying or discarding any such books and records (including Tax Returns, CFDIs, tax invoices and agreements) and, to the extent requested by Purchaser or Seller, as the case may be, to allow any such other requesting party to take possession of such books and records; . (cb) Except as otherwise agreed to by Parties, Purchaser and Seller further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (i) The Parent, the Closing, Seller, on Target and the one hand, and Buyer, on the other hand, shall, and Buyer Shareholders shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handThe Surviving Corporation agrees to, and Buyerthe Parent shall cause the Surviving Corporation to, on the other hand, agree: (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Target relating to any taxable Taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Parent, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Target or the Shareholders, as the case may be, shall allow such the other party to take possession of such books and records; (c) . The Parent and the Shareholders further agree, upon request, to use commercially reasonable efforts their Best Efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (ii) The Shareholders shall promptly notify the Parent, the Acquiror, and (d) the Target in writing upon requestreceipt by any Shareholder or any Affiliate of a Shareholder of notice of any pending or Threatened federal, to provide the other party with all information that any party may be required to report pursuant state, local or foreign Tax audits or assessments relating to the Code. All Tax-sharing Contracts income, properties or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as operations of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderTarget.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (a) Buyer and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerThe Company, on the one hand, UrbanNet Parent and Buyer, on the other hand, agree: Seller agree (ai) to retain all books and records with respect to Tax matters pertinent to UrbanNet Parent or any of the Acquired Company UrbanNet Subsidiaries relating to any taxable Pre- First Closing Taxable Period and any Taxable period beginning on or before that includes, but does not end on, the First Closing Date until the expiration of the statute of limitations (and, or to the extent notified by Buyer or SellerCompany and the IT Subsidiaries relating to any Pre-Second Closing Taxable Period and any Taxable period that includes, any extensions thereof) of but does not end on, the respective taxable periodsSecond Closing Date, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Company, UrbanNet Parent or Seller, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) Buyer and Seller further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or customer of the Company, UrbanNet Parent or any Subsidiary or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Buyer and (d) Seller further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to Section 6043 of the Code. All Tax-sharing Contracts or similar Contracts Code and all Treasury Department Regulations promulgated thereunder. (d) Buyer and Seller agree to cooperate fully with respect to or involving the Acquired Company shall be deemed terminated as making of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.Section 338(h)

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer (1) The Parties shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section 5.8 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include signing any Tax Return, amended Tax Returns, claims or other documents necessary to settle any Tax controversy, the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: (a) Buyer agrees to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; (b) relevant taxing authority and to give the other party Seller reasonable written notice prior to transferring, destroying or discarding any such books and records records. (2) Seller shall have the right to participate in and allow such other party to take possession direct Buyer in respect of such books any Tax proceeding to the extent it (A) relates to a Pre-Closing Tax Period or a Pre-Closing Tax of the Company and records(B) could increase Seller's liability hereunder; provided, however, Buyer shall not be required to follow Seller's direction in any case in which the consequence could reasonably be expected to increase the Tax liability of the Company or Buyer for which Seller would have no obligation to indemnify in full. (c3) Buyer and Seller further agree, upon reasonable request by the other, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (i) The Purchaser and the Closing, Seller, on the one hand, and Buyer, on the other hand, Seller shall, and Buyer the Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation Legal Proceeding or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter audit or required by the Code or other applicable Law Legal Proceeding and making employees Employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handThe Seller agrees, and Buyershall cause the Company to agree, on the other hand, agree: (aA) to retain all books Books and records Records with respect to Tax matters pertinent to the Acquired Company or any Subsidiary relating to any taxable period beginning on or before the Closing Date Effective Time until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Seller, any and extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records and Records, and, if the other party so requests, the Company or the Seller, as the case may be, shall allow such the other party to take possession of such books Books and records; Records. (cii) The Purchaser and the Seller further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebyunder this Agreement); . (iii) The Purchaser and (d) the Seller further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (a) Buyer, on Buyer Cdn, the other hand, shall, Companies and Buyer Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax returns (including any amended Tax returns) pursuant to this Section 6.7 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the execution of any powers of attorney, the retention and (upon any the other partyParty's request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, The Companies and Buyer, on the other hand, Sellers agree: (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerBuyer Cdn, as applicable, or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Companies and Sellers, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cb) Buyer and Buyer Cdn, as applicable, and Sellers further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebyTransactions); . (c) Buyer and (d) Buyer Cdn, as applicable, and Sellers further agree, upon request, to provide the other party Party with all information that any party either Party may be required to report pursuant to the Code. All Tax-sharing Contracts Code Section 6043, or Code Section 6043A, Treasury Regulations promulgated thereunder or analogous or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as provisions of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereundernon-US law.

Cooperation on Tax Matters. Following the Closing(i) The Significant Shareholder, Seller, on the one hand, Purchaser and Buyer, on the other hand, shall, and Buyer Company shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with any audit, litigation or other proceeding with respect to Taxes or Taxes, including, without limitation, the preparation resolution of any Covered Tax ReturnMatter and any reasonable request for a Tax refund for amounts paid to secure a Tax Resolution. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerThe Significant Shareholder, on the one hand, Purchaser and Buyer, on the other hand, agree: Company agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Significant Shareholder, Purchaser or SellerCompany, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Governmental Authority; , and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Significant Shareholder, Purchaser or Company, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) The Significant Shareholder, Purchaser and Company further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including without limitation any Tax with respect to the transactions contemplated hereby); . (iii) The Significant Shareholder, Purchaser and (d) Company further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to Section 6043 of the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving , and all Treasury Regulations promulgated thereunder. (iv) Notwithstanding the Acquired Company shall be deemed terminated as foregoing provisions of the Closingthis Section 6.5, and, after the Closing, the Acquired Company Purchaser shall not be bound thereby required to provide any information which it determines in reasonable good faith is confidential and relates to a period other than a Pre-Closing Tax Period, but if such information is contained in a Tax Return, document or have any liability thereunderother material that Purchaser is otherwise obligated to provide pursuant to this Section 6.4, Purchaser shall provide a redacted version of such Tax Return, document or other material.

Cooperation on Tax Matters. Following Purchaser and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer shall cause the Acquired Company to, Members’ Representative will cooperate fully, as and to the extent reasonably requested by any other another party, in connection with the filing of (i) any Tax Return or amended Tax Return with respect to any taxable period beginning before the Closing Date, (ii) audit, or (iii) litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall will include the retention and (upon any the other party's ’s request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code Return, audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerPurchaser, on the one hand, Company and Buyer, on the other hand, agree: Members’ Representative will (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and allow such and, if any other party so requests, Purchaser will allow the other parties to take possession of such books and records; (c) . Purchaser and the Members’ Representative further agree, upon request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax of the Company, its Subsidiaries or Purchaser that could be imposed (including with respect to the transactions contemplated herebyby this Agreement); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (a) Purchaser, the Closing, Seller, on the one handCompanies, and Buyer, on the other hand, shall, and Buyer AFC shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to Paragraph 4.e.iv. and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other partyParty's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, The Companies and Buyer, on the other hand, AFC agree: (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of seven (7) years following the Closing Date or if later, the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or SellerAFC, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other Party so requests, the Companies or AFC, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cb) Purchaser and AFC further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Purchaser and (d) AFC further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code ss.6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (i) Parent, the ClosingCompany, Seller, on the one hand, Company Subsidiaries and Buyer, on the other hand, shall, and Buyer BGB shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns for all periods that begin before the Closing and any audit, litigation or other proceeding Action or Proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law Action or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, Company Subsidiaries and Buyer, on the other hand, agree: BGB agree (aA) to retain all books Books and records Records with respect to Tax matters pertinent to the Acquired Company and the Company Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or SellerBGB, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party so requests, the Company and the Company Subsidiaries or BGB, as the case may be, shall allow such the other party to take possession of such books Books and records; Records. (cii) Parent and BGB further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental or Regulatory Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including without limitation any Tax with respect to the transactions contemplated hereby); . (iii) Parent and (d) BGB further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to Section 6043 of the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (a) After the ClosingClosing Date, Seller, on the one hand, and Buyer, on the other handCompany, shall, the Subsidiaries and Buyer the Shareholders’ Representative shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Article X and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: Each party agrees (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and the Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Shareholders’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and the Subsidiaries or the Shareholders’ Representative, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) Buyer and the Shareholders’ Representative further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Buyer and (d) the Shareholders’ Representative further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (a) Buyer and Buyer, on the other hand, Seller shall, and Buyer shall cause their respective Affiliates (including, in the Acquired Company case of Buyer, the Companies after the Closing Date) to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the preparation and filing of any audit, litigation Tax Return or other proceeding the conduct of any Action with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which that are reasonably relevant to the preparation of any such Tax matter Return or required by the Code or other applicable Law conduct of any such Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handBuyer and Seller agree, and agree to cause their respective Affiliates (including, in the case of Buyer, on the other hand, agree: (aCompanies after the Closing Date) to (i) retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date Companies until the expiration of the any applicable statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periodslimitations, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; Authority for all periods required by such Taxing Authority and (bii) use commercially reasonable efforts to give provide the other party reasonable with at least 30 days’ prior written notice prior to transferring, before destroying or discarding any such books and records and allow such other records, during which period the party receiving the notice can elect to take possession possession, at its own expense, of such books and records; . Notwithstanding the foregoing, Seller shall not be required to transfer to Buyer any books, records or information to the extent they relate to Combined Taxes. Without limiting the foregoing, Buyer shall prepare and provide to Seller a binder of tax and financial information materials in form and substance consistent with each Company’s historical practices, including, fixed asset-related data and other schedules and work papers to be used for financial statement reporting by Seller and to enable Seller to prepare and file all Tax Returns required to be prepared and filed with respect to the Companies (cor any Tax items of the Companies) to in accordance with this Agreement (the “Tax Binder”). Buyer shall use commercially reasonable efforts to deliver the Tax Binder to Seller no later than ninety (90) days after the Closing Date, provided that, in the event the Closing occurs after November 15, 2019, Buyer shall use commercially reasonable efforts to deliver the Tax Binder to Seller no later than February 15, 2020. (b) Buyer and Seller further agree, and agree to cause their respective Affiliates (including, in the case of Buyer, the Companies after the Closing Date), to, upon request, use all reasonable efforts to obtain any certificate or other document from any Governmental Authority or customer of any Company or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (i) The Purchaser, the Closing, Seller, on Company and the one hand, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of any Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, and Buyer, on the other hand, agree: Seller agrees (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Seller, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Company or the Seller, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) The Purchaser and the Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (iii) After the Exchange, the Purchaser shall cause the Company to continue its historic business or to use a significant portion of its historic business assets in a business within the meaning of Treas. Reg. Section 1.368 -1(d), assuming that the assets of, and the business conducted by, the Company on the Closing Date constitute the Company’s historic business assets and historic business, respectively. (div) The Purchaser and the Seller further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to §6043 of the Code and all Treasury Department Regulations promulgated thereunder. Notwithstanding the foregoing, the Purchaser has no plan or intention to liquidate the Company for U.S. federal tax purposes. (v) Each party shall pay its respective expenses, if any, incurred in connection with the transaction contemplated hereunder. (vi) Each party shall report the Exchange as a tax-deferred reorganization under Section 368(a)(1)(B) for all applicable U.S. federal tax purposes. (vii) From and after the date of this Agreement, each party hereto shall use its best efforts to cause the Exchange to qualify, and shall not take any actions or cause any actions to be taken that could reasonably be expected to prevent the Exchange from qualifying, as a reorganization under Section 368(a)(1)(B) of the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Transferee and Buyer, on the other hand, shall, and Buyer Transferor shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's reasonable request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handTransferee and Transferor agree (x) to retain, and Buyercause the Company to retain, on the other hand, agree: (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Transferee or SellerTransferor, any extensions thereof) of the respective taxable periods, and to abide abide, and to cause the Company to abide, by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (by) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so reasonably requests, Transferee and allow such Transferor, as the case may be, shall allow, and Transferee shall cause the Company to allow, the other party to take possession of such books and records; (c) . Transferee and Transferor further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . Transferee and (d) Transferor further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code ss.6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following Purchaser shall inform Seller of those aspects of audits, examinations or proceedings relating to the ClosingCompany that are solely related to the liability for any Taxes for which Seller could be required to indemnify the Company or any Subsidiary pursuant to this Agreement. Purchaser shall not settle, compromise or otherwise resolve any such potential liability without the consent of Seller, on the one hand, which consent shall not be unreasonably withheld. Purchaser and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Purchaser and Buyer, on the other hand, agree: Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and the Subsidiaries relating to any taxable Taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Seller, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Tax Authority; , and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, Purchaser or Seller, as the case may be, shall allow such the other party to take possession of such books and records; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (a) The parties hereto shall cooperate, and shall cause their respective representatives to cooperate, including by agreeing to furnish or cause to be furnished to the Closingother, Sellerupon request, as promptly as practicable, such information and assistance relating to Taxes, including access to books and records, as is reasonably necessary in preparing and filing all Tax Returns, in making any election relating to Taxes, in handling audits, examinations, investigations and administrative, court or other Proceedings relating to Taxes, in resolving all disputes, audits and refund claims with respect to such Tax Returns and Taxes, and any earlier Tax Returns and Taxes of the Company, and in all other appropriate Tax matters. Any information obtained by any party or its Affiliates from another party or its Affiliates in connection with any Tax matters to which this Agreement relates shall be kept confidential, except: (i) as may be otherwise necessary (A) in connection with the filing of Tax Returns or in conducting an audit or other Proceeding relating to Taxes or as may be otherwise required by applicable Law, (B) to enforce rights under this Agreement or (C) to pursue any claim for refund or contest any proposed Tax assessment; or (ii) for any external disclosure in audited financial statements or regulatory filings which a party reasonably believes is required by applicable Law or stock exchange or similar applicable rules. (b) Notwithstanding the provisions of Section 8.4(a), and in addition to all other obligations imposed by this Section 8.4, each of the Sellers, on the one hand, and BuyerPurchaser, on the other hand, shall, and Buyer shall cause agree to give Purchaser or the Acquired Company to, cooperate fullySellers, as and to the extent reasonably requested by any other partyapplicable, in connection with any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax Return. Such cooperation shall include the retention and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts entered into with any Taxing Authority; (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books Files and records and Records with respect to Tax matters and, if Purchaser or the Sellers, as applicable, so requests, shall allow such other party Purchaser or the Sellers to take possession of such books Files and records; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderRecords.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer (a) The Parties shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other partyParty, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes or Taxes, including the preparation of any Tax Returnprovisions under Section 10.7. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such filing of Tax matter or required by the Code Returns, audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, The Parties agree: (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable Tax period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerany Party, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authoritytaxing authority; and (bii) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if any other Party so requests, each Party shall allow such the other party Parties to take possession of such books and records. (b) Except as provided in Section 10.1(c) or Section 10.4, on the Closing Date or after the Closing Date, none of Holdings, Parent, the Surviving Corporation or any of their Affiliates shall: (A) file or permit to be filed or amend or otherwise modify, or permit to be amended or otherwise modified, any Tax Return for any period beginning on or prior to the Closing Date; (B) discuss, correspond, negotiate, make or initiate any voluntary contact with any Governmental Authority or representative thereof with respect to, or settle with any Governmental Authority or representative thereof, any Tax liability of the Company with respect to any period beginning on or prior to the Closing Date or that may affect the Tax liability of Company Shareholders for any period; (C) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to any period beginning on or prior to the Closing Date; or (D) make any Tax election (including an election under Section 338 of the Code or any similar provision under state, local or foreign Law) that has retroactive effect to any period or portion of any period beginning on or prior to the Closing Date, in each case, except as required by Law or with the prior written approval of the Equityholder Representative, which shall not be unreasonably withheld, conditioned, or delayed. (c) Tax Returns for the Company for any Pre-Closing Tax Period (including any Straddle Period) that are first required to be filed after the Closing Date shall be prepared by the Company’s Accountants, all costs and expenses of which shall be paid by the Equityholder Representative from the Equityholder Representative Reserve (to the extent of funds available) and then paid by the Key Shareholders to the extent that the Equityholder Representative Reserve is not sufficient to cover such costs, and shall be subject to the approval of Parent and Equityholder Representative, which shall not be unreasonably withheld, conditioned or delayed. Except as required by applicable Tax Law or this Agreement, any such Tax Return shall be prepared on a basis consistent with those previously filed by the Company prior to the Closing Date; provided, however, that the Parties agree that, to the maximum extent permitted by Law, all Transaction Deductions shall be treated as arising in the Pre-Closing Tax Period. For the avoidance of doubt, all estimated tax payments or prepaid income Taxes paid by the Company prior to Closing for the current Tax year shall be applied as a credit to the applicable Tax Return for such Taxes. Holdings and Parent shall not, and shall cause the Surviving Corporation not to, waive any carryback of a net operating loss of the Company generated in a Pre-Closing Tax Period; provided, however, that none of Holdings, Parent or the Surviving Corporation shall have any obligation to carry back any Tax losses or credits that arise in any post-Closing period. The Parties shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the Tax period of the Company for all Tax purposes, and Holdings and Parent shall cause the Surviving Corporation to join the “consolidated group” (as defined in Treasury Regulation Section 1.1502-1(h)) that includes Parent effective on the day after the Closing Date. Not less than thirty (30) days prior to the due date of any income Tax Return subject to this Section 10.1(c) (and fourteen (14) days prior to the due date for any other Tax return subject to this Section 10.1(c)), a copy of the Tax Return proposed to be filed shall be delivered to Parent and the Equityholder Representative for their review and comment. In the event of any dispute between Holdings and Parent, on the one hand, and the Equityholder Representative, on the other hand, concerning such a Tax Return, the decision of the Company’s Accountants shall be final and binding on the Parties, absent manifest error. (d) The Parties further agree, upon request, to use commercially reasonable efforts their Commercially Reasonable Efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on the Company Shareholders or Parent (including with respect to the transactions contemplated hereby); and provided, however, that all costs related to obtaining such certificates or other documents under this Section 10.1(d) shall be paid by the Equityholder Representative from the Equityholder Representative Reserve (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect extent of funds available) and then paid by the Key Shareholders to or involving the Acquired Company shall be deemed terminated as of extent that the Closing, and, after the Closing, the Acquired Company shall Equityholder Representative Reserve is not be bound thereby or have any liability thereundersufficient to cover such costs.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (i) Buyer and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other partyparty hereto, in connection with the preparation and filing of Tax Returns pursuant to this Section 8.08 and any audit, litigation litigation, or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code Return preparation, audit, litigation, or other applicable Law proceeding and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Buyer and Buyer, on the other hand, Seller agree: (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired a Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Buyer, Seller or Sellera Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other so requests, Buyer, Seller or a Company, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) Buyer and Seller further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebyhereunder); and . (diii) Seller further agrees, upon request, to provide the other party Buyer with all information that any party Buyer may be required reasonably require to report pursuant to satisfy the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as requirements of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderASC 740.

Cooperation on Tax Matters. Following the Closing, Seller(a) Buyer and Newco, on the one hand, and BuyerParent and Seller, on the other hand, shall, and Buyer shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this ARTICLE XII and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerBuyer and Newco, on the one hand, and BuyerParent and Seller, on the other hand, agree: agree (a1) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Business relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or and Newco, on the one hand, and Parent and Seller, on the other hand, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (b2) 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 and Newco, on the one hand, and Parent and Seller, on the other hand, shall allow such the other party to take possession of such books and records; . (cb) Buyer and Newco, on one hand, and Parent and Seller, on the other hand, further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); ) unless the party requested to obtain such certificate or other document would incur additional Tax liability by obtaining such certificate or other document. (c) Buyer and (d) Newco, on one hand, and Parent and Seller, on the other hand, further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Buyer and Buyer, on the other hand, shallSeller shall cooperate fully, and Buyer and Seller shall each cause the Acquired Company to, each of its Affiliates to cooperate fully, as and to the extent reasonably requested in writing by any the other partyParty, in connection with any audit, litigation examination, inquiry, claim for refund, lawsuit, Action, claim, arbitration, mediation or other proceeding at Law or in equity by or before a Taxing Authority with respect to Taxes relating to the Purchased Assets with respect to any Pre-Closing Tax Period or the preparation of any Straddle Tax ReturnPeriod (each a “Tax Claim”). Such cooperation shall include the retention and (upon any other party's request) the provision of access to records and information which are reasonably relevant to any such Tax matter Return or required by the Code or other applicable Law and Tax Claim, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and executing powers of attorney. Seller, on the one handSeller and Buyer shall, and Buyer, on the other hand, agree: Buyer shall cause its Affiliates to (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Business and the Purchased Assets relating to any taxable period beginning on or before Pre-Closing Tax Period for six (6) years following the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (b) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Seller and Buyer shall, and Buyer shall cause its Affiliates to, allow the other Party, at such other party Party’s expense, to take possession of such books and records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to transfer to Buyer any Tax Returns or other Tax work papers of Seller or any of the Retained Subsidiaries; (c) provided that Seller shall provide to Buyer copies of any such Tax Returns that relate primarily to the Business or the Purchased Assets. Buyer and Seller each agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax (including any Transfer Taxes) that could be imposed (imposed, including with respect to the transactions contemplated hereby); by this Agreement. In the event Seller or one of its Affiliates is required by applicable Law to file the Tax Return in respect of Tax for a Pre-Closing Tax Period or a Straddle Tax Period that is an Assumed Liability, Seller shall provide a draft of such Tax Return as soon as practicable for Buyer’s review, comment and (d) upon request, to provide the other party with all information that any party may be required to report pursuant approval prior to the Codefiling thereof. All Tax-sharing Contracts or similar Contracts with respect Seller shall make such changes to or involving the Acquired Company shall be deemed terminated such Tax Return as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderreasonably requested by Buyer.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Sellers and Buyer, on the other hand, shall, and Buyer Purchasers shall cause the Acquired Company Companies to, cooperate fully, as and to the extent reasonably requested by any other party, in connection with any audit, litigation or other proceeding with respect to Taxes or the preparation and filing of any Tax Return. Such cooperation shall include the retention and (upon any other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Sellers and Buyer, on the other hand, agree: Purchasers agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchasers or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; authority, and (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, Sellers or Purchasers, as the case may be, shall allow such other party to take possession of such books and records; (c) . Purchasers and Sellers further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . Purchasers and (d) Sellers further agree, upon request, to provide the other party with all information that any party may be required to report pursuant to the CodeCode or other applicable Law and all regulations promulgated thereunder. All Tax-Tax sharing Contracts agreements or similar Contracts agreements with respect to or involving the Acquired Company Companies shall be deemed terminated as of the Closing, Closing Date and, after the ClosingClosing Date, Sellers and the Acquired Company Companies shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (A) Buyer, on the other hand, shall, Company and Buyer the Stockholders shall cause the Acquired Company to, cooperate fullycooperate, as and to the extent reasonably requested by any the other party, in connection with the filing of tax returns pursuant to this subsection (including without limitation, the filing by Buyer or SunLink Parent of an election under Code Section 338(h)(10)) and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax Returntaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, and Buyer, on the other hand, agree: Stockholders agree (ai) to retain all books and records with respect to Tax tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the date of Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Company or the Stockholders, as the case maybe, shall allow such the other party to take possession of such books and records; . (cB) Buyer and the Stockholders further agree, upon request, to use commercially their best reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (C) Buyer and (d) the Stockholders further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, Code and all Treasury Department Regulations promulgated thereunder. (D) For purposes of preparing the tax return of the Company for the tax period which begins before the date of Closing and ends after the date of Closing, the Acquired Company Buyer shall record any effects caused by the conversion to the accrual basis in the period following the date of Closing. Thus, the Stockholders shall not be bound thereby affected or have subject to any liability thereundertaxes attributable to such conversion.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (i) Buyer, on Guarantor, the other hand, shall, Companies and Buyer Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other partyParty's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and The Buyer, on Guarantor, the other hand, agree: Companies and the Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other Party so requests, the Companies or Sellers, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) Buyer and Sellers further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . · (iii) Buyer and (d) Sellers further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and.all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (i) AT&T and Buyer, on the other hand, shall, and Buyer Cox shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with any audit, litigation or other proceeding with respect the filing of Tax Returns pursuant to Taxes or the preparation of this Section 7.17 and any Tax ReturnProceeding. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter Return or required by the Code or other applicable Law Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, AT&T and Buyer, on the other hand, agree: Cox agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Consolidated Entities relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer AT&T or SellerCox, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, AT&T or Cox, as the case may be, shall allow such the other party to take possession of such books and records; records to the extent they would otherwise be destroyed or discarded. (cii) AT&T and Cox further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby. (iii) Within 90 days following the execution of this Agreement (or, if later, within 15 days following the filing of the respective Tax Return), AT&T shall deliver to Cox: (a) pro forma federal income Tax Returns for the Consolidated Entities (or otherwise relating to the Systems) for the calendar years ending December 31, 1996, and each December 31 thereafter, derived from the federal income Tax Returns filed by AT&T on or prior to the Closing Date with respect to taxable periods ending on or after December 31, 1996, and on or prior to the Closing Date, (b) where a Consolidated Entity has filed a state income Tax Return included in a Consolidated Tax Return, pro forma state income Tax Returns for the Consolidated Entities (or otherwise relating to the Systems) for the calendar years ending December 31, 1996, and each December 31 thereafter, derived from the Consolidated Tax Returns filed by AT&T on or prior to the Closing Date with respect to taxable periods ending on or after December 31, 1996, and on or prior to the Closing Date, (c) true and complete copies of the state income Tax Returns (other than any Consolidated Tax Return or Straddle Consolidated Tax Return) relating to the Consolidated Entities or otherwise relating to the Systems filed on or prior to the Closing Date with respect to taxable periods ending on or after December 31, 1996, and on or prior to the Closing Date (limited to the states in which AT&T has determined (based on the business and operations of the Consolidated Entities during the calendar year 1999 and, if the Closing occurs after December 31, 1999, during the period on and after January 1, 2000, up to and including the Closing Date) that the Consolidated Entities will be required to file Tax Returns after the Closing Date); and (d) upon requestAT&T's calculation of Tax basis, and schedules showing AT&T's calculation of Tax depreciation and amortization as of December 31, 1998, relating to provide the Assets comprising the Systems based on the applicable books and records. Within 90 days following the Closing Date, AT&T shall deliver to Cox: (x) AT&T's calculation of Tax basis, and schedules showing AT&T's calculation of Tax depreciation and amortization as of the Closing Date relating to the Assets comprising the Systems based on the applicable books and records, (y) AT&T's calculation of any Tax carryforward items of each of the Consolidated Entities as of the Closing Date based on the applicable books and records, and (z) AT&T's calculation of the earnings and profits of each of the Consolidated Entities as of the Closing Date based on the applicable books and records. Within 90 days following the Closing Date (or, if later, within 15 days following the filing of the respective Tax Return), AT&T shall deliver to Cox (xx) pro forma federal income Tax Returns for the Consolidated Entities (or otherwise relating to the Systems) derived from the federal income Tax Returns filed by AT&T after the Closing Date relating to the Consolidated Entities or otherwise relating to the Systems, (yy) where a Consolidated Entity has filed a state income Tax Return included in a Consolidated Tax Return, pro forma state income Tax Returns for the Consolidated Entities (or otherwise relating to the Systems) derived from the Consolidated Tax Returns filed by AT&T after the Closing Date relating to the Consolidated Entities or otherwise relating to the Systems, and (zz) true and complete copies of the state income Tax Returns (other party with all information than any Consolidated Tax Return or Straddle Consolidated Tax Return) relating to the Consolidated Entities or otherwise relating to the Systems filed after the Closing Date (limited to the states in which AT&T has determined (based on the business and operations of the Consolidated Entities during the calendar year 1999 and, if the Closing occurs after December 31, 1999, during the period on and after January 1, 2000, up to and including the Closing Date) that any party may the Consolidated Entities will be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, file Tax Returns after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderClosing Date).

Cooperation on Tax Matters. Following (i) The Purchasers, the Closing, Seller, on the one hand, Company and Buyer, on the other hand, shall, each Seller shall cooperate and Buyer shall cause the Acquired Company to, cooperate fullymake commercially reasonable efforts, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns for all periods that begin before the Closing and any audit, litigation or other proceeding Action or Proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law Action or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on Each Purchaser shall cause the one hand, and Buyer, on the other hand, agree: Company to (aA) to retain all books Books and records Records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchasers or any Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Sellers reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the Sellers so request, the Company and each of the Purchasers, as the case may be, shall allow such other party the Sellers to take possession of such books Books and records; Records. (cii) to For a period ending on the fifth anniversary of the Closing Date, the Purchasers and each Seller shall, upon request, use commercially reasonable efforts to obtain any certificate or other document from any Governmental or Regulatory Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including without limitation any Tax with respect to the transactions contemplated hereby); . (iii) The Purchasers and (d) each Seller shall, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderapplicable law.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Buyer and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fullycooperate, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any auditAudit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law and proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyertimely notification of receipt of any notice of an Audit or notice of deficiency relating to any Tax or Tax Return with respect to which the non-recipient may have liability hereunder. From and after the Closing, on Buyer shall cause the other hand, agree: Company and the Company Subsidiaries to (ai) to retain all books and records with respect to Tax matters pertinent to each of the Acquired Company and the Company Subsidiaries relating to any taxable Taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; authority, (bii) to give the other party Seller reasonable written notice prior to transferring, destroying or discarding any such books and records records, and allow such other party (iii) make available to take possession of such Seller all books and records; (c) records as requested for use in any audit. Buyer and Seller further agree, upon request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (a) The Purchaser, the Closing, Seller, on Company and the one hand, and Buyer, on the other hand, shall, and Buyer Selling Stockholders shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other partyrequested, in connection with the filing of Tax Returns pursuant to Sections 7.2 and 7.3 or otherwise, and any audit, litigation litigation, or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code Return filing, audit, litigation, or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: . (ab) The Selling Stockholders agree (i) to retain provide to the Company, upon request, all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record record-retention Contracts agreements entered into with any Taxing Authority; Tax authority, and (bii) to give the other party Company reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the Company so requests, the Selling Stockholders shall allow such other party the Company to take possession of such books and records; . (c) to use commercially reasonable efforts If requested by the Purchaser, the Company and the Selling Stockholders will cooperate with the Purchaser to obtain any certificate or other document from any Governmental or Regulatory Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed upon the Company (including with respect to the transactions Transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (i) Buyer, on the other handLawriter, shall, Sellers and Buyer Ancillary Parties shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 9 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code filing, audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Lawriter and Buyer, on the other hand, agree: Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Lawriter relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other Party so requests, Lawriter or Sellers, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cii) Buyer, Sellers and Ancillary Parties further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); . (iii) Buyer and (d) Sellers further agree, upon request, to provide the other party Party with all information that any party either Party may be required to report pursuant to the CodeCode Section 6043, or Code Section 6043A, or Treasury Regulations promulgated thereunder. (e) Tax-Sharing Agreements. All Taxtax-sharing Contracts agreements or similar Contracts agreements with respect to or involving the Acquired Company Lawriter shall be deemed terminated as of the Closing, Closing Date and, after the ClosingClosing Date, the Acquired Company Lawriter shall not be bound thereby or have any liability thereunder. Page 40 (f) Certain Taxes and Fees. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be borne by Members. SECTION 10. [Section Omitted.] SECTION 11.

Cooperation on Tax Matters. Following (a) Purchaser and the Closing, Seller, on Company and its Subsidiaries and the one hand, and Buyer, on the other hand, shall, and Buyer Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other party, in connection with the filing of Tax Returns pursuant to Section 5.1 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees (or in the case of the Sellers making any individual Seller) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerThe Purchaser, on the one hand, Company and Buyer, on its Subsidiaries and the other hand, agree: Sellers agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Sellerthe Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Purchaser, the Company and its Subsidiaries or the Sellers, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) Purchaser, the Company and the Sellers further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) Purchaser, the Company and (d) the Sellers further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other partySeller, and Seller, as and to the extent reasonably requested by Buyer, shall, and shall cause the Company to, cooperate fully in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes or the preparation of Taxes, including any Tax ReturnClaim. Such cooperation shall include the retention and (upon any other party's requestthe request of Buyer or Seller, as applicable) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. Seller, on the one handSeller and Buyer agree, and Buyer, on Buyer agrees to cause the other hand, agree: Company (ai) to retain all books and records with respect to Tax matters pertinent relating to the Acquired Company relating to for any taxable period Tax Period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of for the respective taxable periodsTax Period, and to abide by all record retention Contracts agreements entered into with any Taxing Tax Authority; , and (bii) to give the other party Buyer or Seller, as applicable, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Buyer or Seller so requests, Seller and Buyer shall, and Buyer shall cause the Company to, allow such other party Buyer or Seller, as the case may be, to take possession of such books and records; (c) . Buyer and Seller further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated herebyby this Agreement); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (a) The Buyer, on the other handCompany, shall, the Subsidiary and Buyer the Company Stockholders (at no expense to the Company Stockholders) shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParties, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's parties' request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, and Buyer, on the other hand, agree: Company Stockholders agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and the Subsidiary relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or Sellerthe Company Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other parties so request, the Company, the Subsidiary or the Company Stockholders, as the case may be, shall allow such the other party parties to take possession of such books and records; . (b) The Buyer and the Company Stockholders shall jointly make a timely election provided for by Section 338(h)(10) of the Code and Section 1.338(h)(10) of the Treasury regulations (and any comparable election under state or local laws) (collectively, the "ELECTION") with respect to the acquisition of the Company Stock. The Purchase Price shall be allocated among the assets of the Company for purposes of completing all forms of any nature necessary to effectuate the Election (including, but not limited to, Internal Revenue Service Form 8023, Corporate Qualified Stock Purchase, and any similar forms under applicable state or local law) (the "SECTION 338 FORMS") in accordance with applicable U.S. Treasury regulations. Such allocation shall be agreed upon by the Buyer and Company Stockholders as of the Closing Date and shall be set forth on EXHIBIT F attached hereto and made a part hereof. Based on such allocation, the Buyer and the Company Stockholders shall jointly prepare the Section 338 Forms and the Buyer and the Company shall execute and deliver the Section 338 Forms to one another for filing. The Company and the Buyer shall duly and timely file the Section 338 Forms in accordance with applicable tax laws and in accordance with this Agreement. The Company and the Buyer shall report the acquisition by the Buyer of the Company Stock pursuant to this Agreement consistent with the Elections and shall take no position contrary thereto or inconsistent therewith in any Tax Return, any discussion with or proceeding before any taxing authority, or otherwise. (c) The Buyer and the Company Stockholders further agree, upon request, to use commercially their reasonable efforts (without expense to the Company Stockholders) to obtain any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, without limitation, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following MDTO, SELLER and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Equityholders shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are relating to SELLER for a minimum of seven (7) years after Closing to the extent that such information may be reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on MDTO and the one hand, and Buyer, on the other hand, agree: Equityholders agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company SELLER relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer MDTO or Sellerthe Equityholders, any extensions thereof) of the respective taxable periodsperiods (and at least seven (7) years from the Closing Date), and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, MDTO or the Equityholders, as the case may be, shall allow such the other party to take possession of such books and records; (c) . MDTO and the Equityholders further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); ) without the imposition of a countervailing Tax or loss of Tax attributes on or by the Party to whom such request is directed. MDTO and (d) the Equityholders further agree, upon request, to provide the other party with all information that any either party may be required need to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have prepare any liability thereunderand all tax returns.

Cooperation on Tax Matters. Following The Buyer and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other partyanother party to this Agreement, in connection with the filing of Tax Returns and any audit, litigation or other proceeding Proceeding with respect to Taxes Taxes, including, without limitation, by providing or causing to be provided to the preparation Seller Representative any powers of attorney that the Seller Representative reasonably requests for the purposes of filing any income Tax ReturnReturn or participating in any Proceeding. Such cooperation shall include the retention and (upon any other party's requestthe request of another party to this Agreement) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation, or other applicable Law Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Buyer and the one hand, and Buyer, on the other hand, agree: Sellers agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before prior to the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSeller Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (b) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if another party to this Agreement so requests, the Buyer or the Sellers, as the case may be, shall allow such the other party parties to take possession of such books and records; (c) . The Buyer and the Sellers agree, upon reasonable request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebyherein); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (i) Buyer, on the other handCompany, shallits Subsidiaries, the Shareholders, HIG Cayman and Buyer the Optionholders shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerThe Company, on its Subsidiaries, the one handShareholders, HIG Cayman and Buyer, on the other hand, agree: Optionholders agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Company, any extensions thereof) of the respective taxable periods), and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and its Subsidiaries or the Company, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) Buyer, the Shareholders, HIG Cayman and the Optionholders further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (iii) Buyer, the Shareholders, HIG Cayman and (d) the Optionholders further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Buyer and Buyer, on the other hand, Seller shall, and Buyer shall cause the Acquired Company Companies to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention retention, for a commercially reasonable period of time, and (upon any the other party's request) the provision of material records and material information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handBuyer and Seller agree to, and BuyerBuyer shall cause the Acquired Companies to, on the other hand, agree: (aA) to retain all material books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or Seller, as the case may be, shall, and Buyer shall cause the Acquired Companies to, allow such the other party to take possession of such books and records; (c) . Buyer and Seller further agree, upon request, to use commercially reasonable their best efforts to obtain any material certificate or other material document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any material Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing(a) Subject to Section 6.5(b), Seller, on the one hand, Buyer and Buyer, on the other hand, shall, Seller shall and Buyer shall cause the Acquired Company to, their Affiliates to cooperate fully, as and to the extent reasonably requested by any other party, in connection with any audit, litigation or other proceeding with respect to Taxes or Tax Claim and the preparation filing of any Tax ReturnReturns. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Seller and Buyer, on the other hand, agree: Buyer shall and shall cause their Affiliates to (ax) to retain all books and records with respect to Tax matters pertinent to the Acquired any Pre-Closing Tax Period or Straddle Period of any Company relating to or any taxable period beginning on or before the Closing Date Subsidiary of any Company until the expiration of the statute of limitations (and, to the extent notified by Buyer a Company, a Subsidiary of a Company, or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (by) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other so requests, Seller or Buyer, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) Buyer and Seller each agree, upon request, (i) to provide each other with any information necessary to comply with Section 6043 or Section 6043A of the Code and the Treasury Regulations thereunder and (ii) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebyContemplated Transactions. (c) No provision of this Agreement shall be construed to require Seller to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller, any Merck Affiliated Group, or any Affiliate of Seller (including any consolidated, combined, affiliated or unitary Tax Return that includes Seller or any Affiliate of Seller, and any pro forma Tax Return used to create any such consolidated, combined, affiliated or unitary Tax Return); and . (d) upon request, With respect to provide the other party with all information any Straddle Period Tax Return described in Section 6.3(c) that any party may be is required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, filed within twenty (20) days after the ClosingClosing Date, Seller shall continue until the Acquired Company shall not be bound thereby or have any liability thereunderClosing its tax preparation activities consistent with past practice.

Cooperation on Tax Matters. Following (i) USA Digital, the ClosingCompany, SellerAVIX, on the one hand, Related Companies and Buyer, on the other hand, shall, and Buyer Morgan shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any requexxxx xy the other partyParties, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Parties' request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerEach of USA Digital, on the one hand, Company and Buyer, on the other hand, Morgan agree: (aA) to retain all books and records with respect to Tax matters Txx xxxters pertinent to AVIX and/or the Acquired Company Related Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer USA Digital, the Company or SellerMorgan, any extensions thereof) of the respective taxable periods, and to xxx xx abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other Parties so requests, each of USA Digital, the Company or Morgan, as the case may be, shall allow such the other party Parties to take possession pxxxxxxion of such books and records; . (cii) USA Digital, the Company and Morgan further agree, upon request, to use commercially reasonable their best efforts to obtain any obxxxx xny certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (iii) USA Digital, the Company and (d) Morgan further agree, upon request, to provide the other party with all Parties wixx xxx information that any party of the other Parties hereto may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following Parent and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer shall cause the Acquired Company to, Securityholders’ Representative will cooperate fully, as and to the extent reasonably requested by any other another party, in connection with the filing of (i) any Tax Return or amended Tax Return with respect to any taxable period beginning before the Closing Date, (ii) audit, or (iii) litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall will include the retention and (upon any the other party's ’s reasonable request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code Return, audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerParent, on the one handCompany, the Surviving Corporation and Buyer, on the other hand, agree: Securityholders’ Representative will (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Parent or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and allow such and, if any other party so requests, Parent or the Surviving Corporation, as the case may be, will allow the other parties to take possession of such books and records; (c) . Parent and the Securityholders’ Representative further agree, upon request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax of the Company, the Surviving Corporation, the Company Subsidiaries or Parent that could be imposed (including with respect to the transactions contemplated herebyby this Agreement); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant . Notwithstanding anything to the Code. All Tax-sharing Contracts contrary in this Agreement, Securityholders’ Representative shall have no obligation to prepare or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have file any liability thereunderTax Return.

Cooperation on Tax Matters. Following (a) The Buyer, the Closing, Seller, on the one handCompany, and Buyer, on the other hand, shall, and Buyer Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other partyrequested, in connection with the filing of Tax Returns pursuant to SECTION 7.2 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include by the Buyer and the Company the retention and (upon any the other partyParty's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law audit and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: (a) The Company agrees to retain all books and records in its possession after the Closing Date with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority. The Sellers agree (X) to retain all books and records in their possession after the Closing Date with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bY) to give the other party Company or Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the Company or Buyer so requests, the Sellers shall allow such other party the Company or Buyer to take possession of such books and records; . (cb) The Buyer and Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, (a) Seller and Buyer shall cause the Acquired Company to, cooperate fully, at no expense to the cooperating Party, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns relating to the Business and any audit, litigation or other proceeding with respect to Taxes or relating to the preparation of any Tax ReturnBusiness. Such cooperation shall include the retention and (upon any the other partyParty's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Seller and Buyer, on the other hand, agree: Buyer agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Business relating to any taxable period beginning on or before the Closing Date until the expiration earlier to occur of the statute liquidation and dissolution of limitations such entity or the four (and, to the extent notified by Buyer or Seller, any extensions thereof4) year anniversary of the respective taxable periods, Closing Date and to abide by all record retention Contracts entered into with any Taxing Authority; (bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Seller and Buyer, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cb) Seller and Buyer further agree, upon request and at the requesting Party's expense, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and Transactions) without the imposition of a countervailing Tax or loss of Tax attributes on or by the Party to whom such request is directed. (dc) upon requestIf any claim, suit or proceeding shall be made by any taxing authority that could give rise to provide the other party with all information that any party may be required to report pursuant an additional payment of Taxes related to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the ClosingAssets, the Acquired Company party responsible for the payment of such taxes shall not be bound thereby control all proceedings arising in connection with such claim suit or have any liability thereunderproceeding.

Cooperation on Tax Matters. Following (a) Subject to the Closingprovisions of Section 10.5, SellerPurchaser, on the one hand, Company and Buyer, on the other hand, shall, and Buyer Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with any audit, litigation or other proceeding with respect the filing of Tax Returns pursuant to Taxes or the preparation of any Tax Returnthis Article 10. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on Personnel of the one hand, Company shall be available to execute Tax statute of limitation waivers and Buyer, on amended Tax Returns at Sellers' request for the other hand, agree: Tax Returns for the Tax Period prior to the Closing Date. Purchaser and Sellers shall (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period Taxable Period beginning on or before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer Purchaser or SellerSellers, any extensions thereof) of the respective taxable periodsTaxable Periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, Purchaser or Sellers, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) to Purchaser and Sellers, upon reasonable request by the other party, shall use all commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, i. Buyer and Buyer, on the other hand, shall, and Buyer MFS shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the preparation and filing of Returns (including any report required pursuant to Section 6043 of the Code and all Treasury Regulations promulgated thereunder), the conduct of any audit, litigation or other proceeding with respect to Taxes or and the preparation determination of any Tax ReturnTaxes imposed in connection with the transactions contemplated hereunder. Such cooperation shall include (i) the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to the preparation of any such Tax matter Return or required by the Code conduct of any such audit, litigation or other applicable Law proceeding and (ii) making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerSeller (and effective upon the Closing, on the one hand, and Buyer, on the other hand, agree: ) and (ai) to retain all books and records with respect to Tax matters pertinent to Seller and/or the Acquired Company Controlled Subsidiaries relating to any taxable tax period beginning on that ends prior to or before includes the Closing Date until the expiration of the statute of limitations Date, (and, to the extent notified by Buyer or Seller, any extensions thereofii) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (biii) 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, Seller (and effective upon the Closing, Buyer) or MFS, as the case may be, shall allow such the other party to take possession of such books and records; (c) . ii. Buyer and MFS further agree, upon request of the other party, to use commercially all reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or customer of Seller or any Controlled Subsidiary or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including but not limited to any Tax that could be imposed with respect to the transactions contemplated herebyhereunder); and (d) upon request, . iii. From time to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, time after the Closing, Buyer, at its expense, shall deliver to MFS all information (including memorandum Returns, schedules, statements and supporting documentation) when and as MFS may reasonably request, with respect to the Acquired Company shall not operations of Seller and the Controlled Subsidiaries for the preparation of (a) the United States consolidated Federal Tax returns of MFS and (b) any state or local Tax returns to be bound thereby filed on a consolidated, combined or have unitary basis that include Seller and/or any liability thereunderControlled Subsidiary for any tax period that ends prior to or includes the Closing Date.

Cooperation on Tax Matters. Following (i) The Buyer and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Seller Representative shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other partyparty hereto, in connection with the preparation and filing of Tax Returns pursuant to this Section 8.05 and any audit, litigation litigation, examination or other proceeding Proceeding with respect to Taxes or the preparation of any (a “Tax ReturnContest”). Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code tax return preparation, audit, litigation, or other applicable Law proceeding and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Buyer and the one hand, and Buyer, on the other hand, Seller Representative agree: (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Buyer, the Seller Representative or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other so requests, the Buyer, the Seller Representative or the Company, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) The Buyer and the Seller Representative further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated herebyhereunder); . (iii) The Buyer and (d) the Seller Representative further agree, upon request, to provide the other party with all information that any the other party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (i) The Purchaser, the Closing, Seller, on Company and the one hand, and Buyer, on the other hand, shall, and Buyer Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of any Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or Taxes. Purchaser agrees that Sellers shall, at Sellers' expense, control any audit of the preparation tax returns of the Company for any Tax Returnyear up to and including 2006. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, and Buyer, on the other hand, agree: Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or Sellerthe Sellers, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Company or the Sellers, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) The Purchaser and the Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (iii) The Purchaser and (d) the Sellers further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as ss.6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (i) Buyer, on the other hand, shall, Target and Buyer its Subsidiaries and Sellers shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, The Target and Buyer, on the other hand, agree: its Subsidiaries and Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Target and its Subsidiaries relating to any taxable period beginning on or before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Target and its Subsidiaries or Sellers, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) Buyer and Sellers further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . 38 (iii) Buyer and (d) Sellers further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (a) The Purchaser, the Closing, Seller, on Company and the one hand, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other partyrequested, in connection with the filing of Tax Returns pursuant to Sections 7.2 and 7.3 or otherwise, and any audit, litigation litigation, or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code Return filing, audit, litigation, or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: . (ab) The Seller agrees (i) to retain provide to the Company, upon request, all books and records with respect to Tax matters pertinent to the Acquired Company in the possession of the Seller relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record record-retention Contracts agreements entered into with any Taxing Authority; Tax authority, and (bii) to give the other party Company reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the Company so requests, the Seller shall allow such other party the Company to take possession of such books and records; . If the Seller delivers its or the Company’s books and records to the Purchaser, then the Purchaser shall thereafter make such books and records available during normal business hours to the Seller in a manner consistent with the provisions of this Article 7, upon reasonable prior notice. (c) to use commercially reasonable efforts If requested by the Purchaser, the Company and the Seller will cooperate with the Purchaser to obtain any certificate or other document from any Governmental or Regulatory Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed upon the Company or any Subsidiary (including including, but not limited to, with respect to the transactions contemplated herebyTransactions); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (a) The Buyer and the Closing, Seller, on the one hand, and Buyer, on the other hand, Seller shall, and the Buyer shall cause the Acquired Company SkateNation to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other partyParty's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handThe Seller agrees, and Buyer, on the other hand, agree: Buyer agrees to cause SkateNation (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company SkateNation and its Subsidiaries relating to any taxable period beginning on or before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Buyer or the Seller, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) The Buyer and the Seller further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (c) The Buyer and (d) the Seller further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (i) Xxxxx Enterprises and its Subsidiaries and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Turecamo Stockholders shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParties, in connection with the filing of Tax Returns pursuant to this Section 8 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on Xxxxx Enterprises and its Subsidiaries and the one hand, and Buyer, on the other hand, agree: Turecamo Stockholders agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Turecamo Entities relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Xxxxx Enterprises or Sellerthe Turecamo Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if such other party so requests, to allow such other party to take possession of such books and records; records in lieu of destroying or discarding the same. (cii) Xxxxx Enterprises and the Turecamo Stockholders further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); ) without the imposition of a countervailing Tax or loss of Tax attributes on or by the Party to whom such request is directed. (iii) Xxxxx Enterprises and (d) the Turecamo Stockholders further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Xxxxx Enterprises and the Turecamo Stockholders further agree that neither Party shall make any assertion, take any position or perform any act which is inconsistent with or contrary to the conclusion that the Xxxxx Enterprises Common Stock issued to the Turecamo Stockholders in exchange for the Turecamo Stock qualifies for nonrecognition treatment under Section 351 of the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following The Purchaser, the Closing, Seller, on the one handCorporation and Glutino USA, and Buyer, on the other hand, shall, and Buyer Vendor shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to Section 8.2 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law and proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on as well as causing the one handCorporation or Glutino USA to re-file any Tax Returns in order to claim additional deductions or credits that may arise as a result of such audit, litigation or proceeding; provided that the party seeking such cooperation shall be responsible for, and Buyer, on shall reimburse the other handparty, agree: for all reasonable out-of-pocket expenses incurred in connection with such cooperation. The Corporation and Glutino USA and the Vendor agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Corporation and/or Glutino USA relating to any taxable period beginning on or ending before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or Sellerthe Vendor, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Corporation and Glutino USA or the Vendor, as the case may be, shall allow such the other party to take possession of such books and records; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (i) The Buyer and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the preparation and filing of Tax Returns pursuant to this Section 9(h) and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax Return. Such cooperation shall include the retention and (upon any other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Buyer and the one hand, and Buyer, on the other hand, agree: (a) to Seller shall retain all books and records in their possession with respect to Tax matters pertinent to the Acquired Company relating to any whole or partial taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periodsperiods (the “Records”), and to abide by all record retention Contracts agreements entered into with any Taxing Authority; (b) to give taxing authority. Following the Closing Date, each Party shall afford the other party Party and its accountants, and counsel, during normal business hours, upon reasonable written notice prior request, full access to transferringthe Records and to such Party’s employees to the extent that such access may be requested for purposes of preparing or filing any Tax Return, destroying claiming any refund with respect to Taxes or discarding defending any audit or other proceeding with respect to Taxes at no cost to the Party accessing the Records (other than for reasonable out-of-pocket expenses); provided that such books access shall not be construed to require the disclosure of Records that would cause the waiver of any attorney-client, work product, or like privilege or cause the breach of any confidentiality agreement; provided, further, that in the event of any litigation nothing herein shall limit either Party’s rights of discovery under applicable Law. (ii) The Buyer and records and allow such other party to take possession of such books and records; (c) the Seller further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); . (iii) The Buyer and (d) the Seller agree, upon request, to provide the other party Parties with all information that any party such other Parties may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Sections 751 and 6050K of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Each of Buyer and Buyer, on the other hand, Seller shall, and Buyer shall cause the Acquired Company its Affiliates to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns with respect to the Company and any audit, litigation or other proceeding Proceeding with respect to Taxes or the preparation of Taxes, including any Tax ReturnClaim. Such cooperation shall include the retention and (upon any the request of the other party's request) the provision of records and information which that are reasonably relevant to any such Tax matter Returns or required by the Code audit, litigation or other applicable Law Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handBuyer and Seller agree, and BuyerBuyer shall cause its Affiliates, on the other hand, agree: (aA) to retain all books and records with respect to Tax matters pertinent relating to the Acquired Company relating to for any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Buyer or Seller shall, and Buyer shall cause its Affiliates to, allow such other party to take possession of such books and records; (c) . Buyer and Seller further agree, upon request, to use commercially reasonable efforts use, and Buyer shall cause its Affiliates to use, their respective Commercially Reasonable Efforts to obtain any certificate or other document from any Governmental Tax Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to any of the transactions contemplated herebyby this Agreement); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.STRICTLY CONFIDENTIAL

Cooperation on Tax Matters. Following (i) SFBC, Xxxxxx and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer shareholders of Xxxxxx shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 2.7 and any audit, litigation or other proceeding with respect to Taxes or Taxes. SFBC shall, and shall cause Xxxxxx to advise the preparation Shareholders of any Tax Returnintention of a taxing authority to audit Xxxxxx for a period ending on or before the Closing Date within 5 days of receipt of the notice of such intention. Such cooperation A representative of the Shareholders reasonably acceptable to SFBC shall be entitled to control any audit (including SFBC shall have the right to participate in such audit or proceedings. Xxxxxx and SFBC shall not settle, compromise or otherwise conclude any audit with respect to a preclosing tax period without the consent of the Shareholders. Cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on Xxxxxx and the one hand, and Buyer, on the other hand, agree: shareholders of Xxxxxx agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Xxxxxx relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer SFBC or Sellerthe shareholders of Xxxxxx, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts entered into with any Taxing Authority; (bB) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other Party so requests, Xxxxxx or the shareholders of Xxxxxx, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cii) SFBC and the shareholders of Xxxxxx further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (i) The Purchaser, Pentec, PCM and the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of any Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerPentec, on PCM and the one hand, and Buyer, on the other hand, agree: Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Pentec and PCM relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Seller, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, Pentec, PCM or the Seller, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) The Purchaser and the Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (iii) The Purchaser and (d) the Seller further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as ss.6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing(i) Parent, Seller, on the one hand, and Buyer, on the other hand, shall, Selling Parties and Buyer the Stockholder Representative shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section 7.3 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerParent, on the one hand, and Buyer, on the other hand, agree: Selling Parties and the Stockholder Representative agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent, Buyer or Sellerthe Stockholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if one of the parties so requests, Parent, Buyer the Selling Parties, and the Stockholder Representative, as the case may be, shall allow such the other party to take possession of such books and records; . (ci) Parent, Buyer, the Selling Parties and the Stockholder Representative further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (ii) Parent, Buyer, the Selling Parties and (d) the Stockholder Representative further agree, upon request, to provide the other party parties with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts Code Section 6043A, or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (a) The Purchaser, HDI, the Closing, Seller, on the one hand, Seller and Buyer, on the other hand, shall, and Buyer their Affiliates shall cause the Acquired Company to, cooperate fullycooperate, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns relating to the Companies and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerThe Purchaser, HDI, the Seller agree, for themselves and on the one handbehalf of their Affiliates, and Buyer, on the other hand, agree: (a1) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser, HDI or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (b2) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the Purchaser so requests, HDI, the Seller of the Companies, as the case may be, shall allow such other party the Purchaser to take possession of such books and records; . (cb) to The Purchaser, HDI, the Seller and their Affiliates shall, upon request, use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person person or entity as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following (i) Purchaser, the Closing, Seller, on the one handCompany, and Buyer, on the other hand, shall, and Buyer Owners shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section 12.2 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, and Buyer, on the other hand, agree: Owners agree (aA) to retain all books Books and records Records with respect to Tax matters pertinent to the Acquired Company relating to any taxable Tax period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or Sellerthe Owners, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records and Records and, if the other party so requests, the Company or the Owners, as the case may be, shall allow such the other party to take possession of such books Books and records; Records. (cii) Purchaser and the Owners further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental or Regulatory Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and . (diii) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after Following the Closing, the Acquired Company shall not take any action which would be bound thereby reasonably likely to have an adverse Tax impact upon the Company or have the Owners for any liability thereunderperiod ending prior to the date of Closing unless the Company, after consultation with its Tax advisors, determines that a Tax position of the Company for any period ending prior to the date of Closing was illegal. (iv) Any adverse Tax consequences upon the Company or the Owners for any period ending prior to the Closing Date as a result of Company converting from cash to accrual reporting of its Taxes shall be the responsibility of Purchaser.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (A) Buyer and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns related to the Business and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Buyer and Buyer, on the other hand, agree: Seller agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Business relating to any taxable period beginning on or before the Closing Date and, in respect of the Mexico Deferred Business and the India Deferred Business, before the Mexico Deferred Closing and the India Deferred Closing, respectively, until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other Party so requests, the Buyer or Seller, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cB) Buyer and Seller further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (C) Buyer and (d) Seller further agree, upon request, to provide the other party Party with all information in such Party’s possession, custody or control that any party either Party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderapplicable Law.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and Buyer, on the other handCompany and its Subsidiaries, shall, Sellers and Buyer the Seller Representative shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section XI.C and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerThe Company and its Subsidiaries, on Sellers and the one hand, and Buyer, on the other hand, agree: Seller Representative agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or SellerSellers or the Seller Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; Tax authority, and (bB) to give the other party reasonable at least 30 days written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and its Subsidiaries, or Sellers or the Seller Representative, as the case may be, shall allow such the other party to take possession of such books and records; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate. Buyer and the Seller Representative further agree, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information (in their respective possession) that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code §6043A and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, Seller and Buyer, on the other hand, shall, and Buyer Purchaser shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes Taxes; provided, however, that to the extent that such audit, litigation or other proceeding relates to periods ending on or before the preparation Closing Date or could result in an indemnification obligation of the Seller, then notwithstanding any Tax Returnother provision of this Agreement, the Seller shall have the right to control the defense or settlement of such audit, litigation or proceeding. Such cooperation shall include (without limitation) signing any Tax Return, amended Tax Returns, Claims or other documents necessary to settle any Tax controversy, the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on The Company and the one hand, and Buyer, on the other hand, agree: Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to Company and the Acquired Company Affiliated Group relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer the Purchaser or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, the Company or the Seller, as the case may be, shall allow such the other party to take possession of such books and records; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing(i) Buyer, Seller, on the one handTarget, and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to Section 9(c) and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Target and Buyer, on the other hand, agree: Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Target relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other Party so requests, Target or Seller, as the case may be, shall allow such the other party Party to take possession of such books and records; . (cii) Buyer and Seller further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (iii) Buyer and (d) Seller further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to Code Section 6043 and all Treasury Regulations promulgated thereunder. (iv) Buyer shall not with out the Code. All Tax-sharing Contracts prior written consent of the Seller file, or similar Contracts cause to be filed, any amended Tax Return or claim for Tax Refund, with respect to or involving the Acquired Company shall be deemed terminated as Target for pre-Closing Tax Period, to the extent any such filing may adversely effect the liability of the ClosingSeller, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunderunless advised in writing that such filing is required by law.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, and (i) Buyer, on the other hand, shall, Company and Buyer its Subsidiaries and the Stockholders shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerThe Company, on its Subsidiaries and the one hand, and Buyer, on the other hand, agree: Stockholders agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and its Subsidiaries relating to any taxable period beginning on or before the Closing Date Effective Time until the later of one year following the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Stockholders, any extensions thereof) of the respective taxable periodsperiods or the resolution of any audit, litigation, investigation or other proceeding with respect to Taxes, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (bB) to give the other party reasonable written notice notice, prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and its Subsidiaries or the Stockholders, as the case may be, shall allow such the other party to take possession of such books and records; . (cii) Buyer and the Stockholders further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . (iii) Buyer and (d) the Stockholders further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Internal Revenue Code and all Treasury department regulations promulgated thereunder.

Cooperation on Tax Matters. Following the Closing, Seller, on the one hand, (a) Buyer and Buyer, on the other hand, shallSeller shall cooperate fully, and Buyer shall cause the ensure that each Acquired Company to, will also cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Article 11 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handBuyer and Seller agree, and Buyer, on the other hand, agree: Buyer shall ensure that each Acquired Company agrees (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, Buyer (or the Acquired Companies) or Seller, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) Buyer and Seller further agree, upon written request, to use commercially their reasonable efforts Best Efforts to obtain any certificate or other document from any Governmental Authority Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated herebyContemplated Transactions); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following Buyer, the Members and Merit shall (and after the Closing, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer shall cause the Acquired Company to, ) cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section 12, the making of any audit, litigation or other proceeding with respect election relating to Taxes or the preparation of and any Tax ReturnContest. Such cooperation shall include the retention and (upon any other party's ’s reasonable request) the provision of records and information which are reasonably relevant to any such Tax matter Return, election or required by the Code or other applicable Law Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one handThe Members and Merit agree, and Buyerfollowing the Closing, on Buyer agrees to cause the other hand, agree: Company and Holdco (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Company and Holdco relating to any taxable Taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Buyer, the Members or SellerMerit, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; authority, and (b) to give the any other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, Buyer, the Members or Merit, as the case may be, shall allow such other the requesting party to take possession of such books and records; (c) records at such requesting party’s expense. Buyer, the Members and Merit further agree, upon request, to use commercially their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated herebyby this Agreement); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. Following the Closing(a) Subject to Section 6.5(b), Seller, on the one hand, Buyer and Buyer, on the other hand, shall, Seller shall and Buyer shall cause the Acquired Company to, their Affiliates to cooperate fully, as and to the extent reasonably requested by any other party, in connection with any audit, litigation or other proceeding with respect to Taxes or Tax Claim and the preparation filing of any Tax ReturnReturns. Such cooperation shall include the retention and (upon any the other party's ’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, Seller and Buyer, on the other hand, agree: Buyer shall and shall cause their Affiliates to (ax) to retain all books and records with respect to Tax matters pertinent to the Acquired any Pre-Closing Tax Period or Straddle Period of any Company relating to or any taxable period beginning on or before the Closing Date Subsidiary of any Company until the expiration of the statute of limitations (and, to the extent notified by Buyer a Company, a Subsidiary of a Company, or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; , and (by) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other so requests, Seller or Buyer, as the case may be, shall allow such the other party to take possession of such books and records; . (cb) Xxxxx and Seller each agree, upon request, (i) to provide each other with any information necessary to comply with Section 6043 or Section 6043A of the Code and the Treasury Regulations thereunder and (ii) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated herebyContemplated Transactions. (c) No provision of this Agreement shall be construed to require Seller to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller, any Merck Affiliated Group, or any Affiliate of Seller (including any consolidated, combined, affiliated or unitary Tax Return that includes Seller or any Affiliate of Seller, and any pro forma Tax Return used to create any such consolidated, combined, affiliated or unitary Tax Return); and . (d) upon request, With respect to provide the other party with all information any Straddle Period Tax Return described in Section 6.3(c) that any party may be is required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, filed within twenty (20) days after the ClosingClosing Date, Seller shall continue until the Acquired Company shall not be bound thereby or have any liability thereunderClosing its tax preparation activities consistent with past practice.

Cooperation on Tax Matters. Following the ClosingMacrovision, Seller, on the one hand, and Buyer, on the other hand, shall, and Buyer shall cause the Acquired Company to, Companies and the Representative shall cooperate fully, as and to the extent reasonably requested by any the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 11.6 and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: (a) Macrovision agrees to retain all books and records with respect to Tax matters pertinent to the Acquired Company Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellerthe Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bB) to give the other party Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the Representative so requests, Macrovision shall allow such other party the Representative to take possession of such books and records; (c) . Macrovision agrees, upon request, to provide the Representative with all information that the Company Stockholders may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder. Macrovision further agrees, upon request, to use commercially its reasonable efforts to obtain any withholding tax certificate or other similar document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability thereunder.[SIGNATURE PAGE FOLLOWS]

Cooperation on Tax Matters. Following 10.3.1 Purchaser and the Closing, SellerSIGNAL Companies, on the one hand, and BuyerSellers, on the other hand, shall, and Buyer shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing and amending of Tax Returns pursuant to this Agreement or otherwise and any audit, litigation or other proceeding Proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. SellerPurchaser, on the one hand, SIGNAL Companies and Buyer, on the other hand, Sellers agree: (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company SIGNAL Companies relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer Purchaser or SellerSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and and, if the other party so requests, Purchaser, the SIGNAL Companies or Sellers, as the case may be, shall allow such the other party to take possession of such books and records; (c) . 10.3.2 Purchaser and Sellers further agree, upon request, to use commercially reasonable their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); . 10.3.3 Purchaser and (d) Sellers further agree, upon request, to provide the other party with all information that any either party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as Section 6043 of the Closing, and, after the Closing, the Acquired Company shall not be bound thereby or have any liability Code and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Following (a) The Buyer and the Closing, Seller, on the one hand, Seller and Buyer, on the other hand, shall, and Buyer their respective Affiliates shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any other party, in connection with any audit, litigation or other proceeding with respect to Taxes or the preparation of all Tax Returns for any Tax Returnperiods for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall include include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the retention preparation of such Tax Returns, and (upon any furnishing such other information within such party's request) possession requested by the provision of records party filing such Tax Returns as is relevant to their preparation. Such cooperation and information which are reasonably relevant also shall include without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any such taxing authority which relate to the Company or the Subsidiary, and providing copies of all relevant Tax matter or required by the Code Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other applicable Law determinations by any taxing authority and making records concerning the ownership and tax basis of property, which the requested party may possess. The Buyer and the Company and their respective Affiliates and the Seller and its Affiliates shall make their respective employees and facilities available on a mutually convenient basis to provide additional information and explanation of any material documents or information provided hereunder. (b) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the Buyer shall, and shall cause the Company and the Subsidiary to, retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, such entities for all taxable periods ending (or deemed, pursuant to Section 8.4(c), to end) on or prior to the Closing Date to the extent the Buyer, the Company or the Subsidiary received or had possession of such records on the Closing Date. (c) For a period of ten (10) years after the Closing Date or such longer period as may be required by law, the Seller (or its Affiliates) shall retain and not destroy or dispose of all Tax Returns (including supporting materials), books and records (including computer files) of, or with respect to the activities or Taxes of, the Company and the Subsidiary for all taxable periods ending (or deemed, pursuant to Section 8.4(c), to end) on or prior to the Closing Date to the extent the Seller did not deliver such records to the Buyer, the Company or the Subsidiary. SellerThereafter, the Seller shall not destroy or dispose of any such Tax Returns, books or records unless it first offers them to the Buyer in writing and the Buyer fails to accept such offer within sixty (60) days of its being made. (d) If the Buyer, the Company or the Subsidiary (as the case may be) on the one hand, and Buyer, or the Seller on the other, fails to provide any information requested by the other handparty in the time specified herein, agree: or if no time is specified pursuant to this Section 8.5, within a reasonable period, or otherwise fails to do any act required of it under this Section 8.5, then the party failing to so provide the information or do such act shall be obligated, notwithstanding any other provision of this Agreement, to indemnify the party requesting the information or act and shall so indemnify the requesting party and hold such party harmless from and against any and all costs, claims or damages, including, without limitation, all Taxes or deficiencies thereof, payable as a result of such failure. Notwithstanding the foregoing, the party that failed to deliver the information or do the act requested, shall in no event be obligated to make any payments pursuant to this Section 8.5(d) or otherwise be liable, if such party used all reasonable commercial efforts to provide the requested information or perform the requested act. (ae) to retain The Buyer shall control any tax audits of the Company and/or the Subsidiary for all books and records periods; provided, however, that Buyer shall notify Seller of any audit in which items with respect to Tax matters pertinent which the Seller has indemnified Buyer pursuant this Article VIII are in issue and shall thereafter keep Seller informed on a timely basis of any material developments in the audit relating to the Acquired Company such items. In no event shall Buyer settle any issue with a taxing authority relating to any taxable period beginning on or before such item without Seller's consent, provided that Seller shall first have acknowledged in writing its obligation to indemnify the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention Contracts entered into with any Taxing Authority; (b) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and allow such other party to take possession of such books and records; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to any and all Damages relating to such item and an adverse resolution of such item would not have a material adverse effect on the transactions contemplated hereby); and (d) upon request, to provide the other party with all information that any party may be required to report pursuant to the Code. All Tax-sharing Contracts business or similar Contracts with respect to or involving the Acquired Company shall be deemed terminated as operations of the Closing, and, after the ClosingBuyer, the Acquired Company shall not be bound thereby or have any liability thereunderthe Subsidiary.

Cooperation on Tax Matters. Following the Closing(a) Purchaser, Seller, on the one hand, ATEC and Buyer, on the other hand, shall, and Buyer Seller shall cause the Acquired Company to, cooperate fully, as and to the extent reasonably requested by any the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes or the preparation of any Tax ReturnTaxes. Such cooperation shall include the retention and (upon any the other party's request) the provision of records and information which that are reasonably relevant to any such Tax matter or required by the Code audit, litigation or other applicable Law proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller, on the one hand, and Buyer, on the other hand, agree: Purchaser agrees (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Company ATEC relating to any taxable period Taxable Period beginning on or before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periodsTaxable Periods, and to abide by all record retention Contracts agreements entered into with any Taxing Authority; taxing authority, and (bii) to give the other party Seller reasonable written notice prior to transferring, destroying or discarding any such books and records records. (b) Purchaser and allow such Seller further agree, upon reasonable request by the other party to take possession of such books and records; (c) party, to use commercially all reasonable commercial efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including including, but not limited to, with respect to the transactions contemplated hereby); and . (dc) upon requestNo election or settlement of any examination, to provide the other party with all information that proceeding or claim by any party may be required to report pursuant to the Code. All Tax-sharing Contracts or similar Contracts taxing authority with respect to or involving the Acquired Company ATEC shall be deemed terminated as made without consent of Purchaser if such action would materially adversely affect the liability of the ClosingPurchaser or ATEC for Taxes. Further, andno amended Tax Return or claim for refund will be filed with respect to ATEC for any Tax Period ending on or before the Closing Date without the consent of the Purchaser, after the Closing, the Acquired Company which consent shall not be bound thereby unreasonably withheld or have delayed. ATEC and Purchaser shall pay over to Seller, within10 business days after receipt thereof, any liability thereunderrefunds of Taxes paid by or on behalf of ATEC relating to the Seller Tax Period (including any interest included in any such refund), except with respect to any carryback of losses by ATEC or Purchaser to any Tax Period during which ATEC was a member of the Affiliated Group, which refund shall be paid by Seller to Purchaser.