Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. (i) North American, Target and Transferor shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor agree (A) to retain all books and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanParent, Target Company (including any of its subsidiaries) and Transferor Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Company (and Transferor agree any of its subsidiaries) and Shareholders agree: (A) to retain all books and records with respect to Tax matters pertinent to Target Company (including any of its subsidiaries) relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Parent or TransferorShareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target Company (including any of its subsidiaries) or TransferorShareholders, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American Parent and Transferor Shareholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax Taxes that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American The Company and Transferor further agreeeach of the Shareholders shall cooperate fully in the preparation and delivery to Parent and its counsel of tax certificates, upon requestrepresentations, to provide the other party with all information or similar documents that either party may be required necessary or appropriate in connection with the preparation of tax opinions or other items regarding the tax matters impacting this Agreement, the Parent, or the Company that are prepared with respect to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunderIPO. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanSellers, Target the Company, Buyer and Transferor Acquisition Sub shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.10 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include signing any Tax Return, amended Tax Returns, claims or other documents necessary to settle any Tax controversy, the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Target 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 North American or TransferorBuyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, authority and (B) to give the other party Buyer reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, Buyer shall allow the other party Sellers to take possession of such books and records. (ii) North American Buyer shall have the right to participate in any Tax proceeding related to a pre-Closing Tax year of the Company which may have the effect of increasing Acquisition Sub's, Buyer's or the Company's Tax liability for any Tax period ending after the Closing, and Transferor Sellers shall not settle or compromise any such proceeding without Buyer's prior written consent; PROVIDED HOWEVER, Buyer hereby agrees to consent if Sellers fully indemnify Buyer for any increase in Acquisition Sub's, Buyer's or the Company's Tax liability. (iii) Buyer and Sellers further agree, upon requestrequest by the other, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiiiv) North American and Transferor further agreeWithout the prior written consent (which shall not be unreasonably withheld) of Buyer, upon requestneither any of Sellers nor the Company shall make or change any election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to provide the Company, surrender any right to claim a refund of Taxes, or take any other party with all information that either party may be required similar action, or omit to report pursuant take any action relating to Section 6043 the filing of any Tax Return or the payment of any Tax, if such action or omission would have the effect of increasing the present or future Tax liability or decreasing any present or future Tax asset of the Code and all Treasury Department Regulations promulgated thereunderCompany, Buyer or any Affiliate of Buyer. Sellers shall notify Buyer of any consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company within fifteen (15) days of making such consent or waiver. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North American8.9.1. The Purchaser, Target the Company and Transferor its Subsidiaries, and the Equityholders shall cooperate fully, as and to the extent reasonably requested by the other partyanother Party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyanother Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company and Transferor its Subsidiaries, the Equityholders, and the Purchaser agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American the Purchaser or Transferorthe Equityholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Target the Company and its Subsidiaries or Transferorthe Equityholders, as the case may be, shall allow the other party Party to take possession of such books and records. (ii) North American 8.9.2. The Purchaser and Transferor the Equityholders further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanThe Seller and Buyer agree to cooperate, Target and Transferor shall cooperate fullycause their respective Affiliates, officers, employees, agents, auditors and representatives to cooperate, and to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the extent Company and its Subsidiaries as is reasonably requested by the other party, in connection with necessary for the filing of any Tax Returns pursuant to this Section and Return, the preparation for any Tax audit, litigation the prosecution or other defense of any claim, suit or proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant relating to any proposed Tax adjustment for which the Seller or Buyer retains liability under Article VIII or this Article X. Buyer and the Seller shall keep all such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target documents received by them confidential unless otherwise required by Law. (b) Buyer and Transferor the Seller agree (A) to retain or cause to be retained all books and records with respect to Tax matters pertinent to Target the Company and its Subsidiaries until the applicable period for assessment of Taxes under applicable Law (giving effect to any and all extensions or waivers) has expired, and such additional period as necessary for any administrative or judicial proceedings relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periodsproposed assessment, and to abide by and cause the Company and its Subsidiaries to abide by all record retention agreements entered into with any taxing authority, Governmental Authority with respect to Tax Matters. The Seller and (B) Buyer agree to give the other party reasonable written notice prior to transferring, discarding or destroying or discarding any such books and records relating to Tax matters and, if so requested, the other party so requests, Target or Transferor, as the case may be, Seller and Buyer shall allow the other requesting party to take possession of such books and records. (iic) North American Buyer and Transferor further agree, upon request, to use their best efforts to obtain the Seller shall cooperate with each other in the conduct of any certificate audit or other document from proceedings for any governmental authority or any Tax purposes and they shall each execute and deliver such powers of attorney and other Person documents as may be are reasonably necessary to mitigatecarry out the intent of this Agreement; provided, reduce or eliminate however, that Buyer shall control the audit of any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunderCompany’s Tax Returns. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North American, Target Public Company and Transferor its Subsidiaries and Merger Partner and its Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Public Company and Transferor its Subsidiaries and Merger Partner and its Subsidiaries agree (A) to retain all books and records with respect to Tax matters pertinent to Target Merger Partner and its Subsidiaries relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Public Company or TransferorMerger Partner or their respective Subsidiaries, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Entity, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American Public Company and Transferor its Subsidiaries and Merger Partner and its Subsidiaries further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby), including any Tax imposed on any stockholder of Merger Partner. (iiic) North American Public Company and Transferor further agree, upon request, its Subsidiaries shall not settle any Tax dispute with any Governmental Entity or any other person with respect to provide the other party with all information that either party may be required any Tax period beginning prior to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for without the period from January 1, 1997 through consent of stockholders of Merger Partner representing a majority of the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) belowtotal voting power of Merger Partner.

Cooperation on Tax Matters. Sellers’ Representative and Buyers’ Parent shall (iand after Closing, Buyers’ Parent and Buyers shall cause the Target Companies and Target Subsidiaries to) North American, Target and Transferor shall cooperate fully, as and to the extent reasonably requested by the other another party, in connection with the filing of Tax Returns pursuant to this Section 11.7(d) and any audit, litigation or other proceeding with respect to TaxesTaxes of any Target Company or any Target Subsidiary. Such cooperation shall include the retention (in accordance with the next sentence) and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees and, as applicable, outside Tax advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Sellers’ Representative and Transferor Buyers’ Parent agree (Aand Buyers’ Parent and Buyers shall cause the Target Companies and Target Subsidiaries) to retain all books and records with respect to Tax matters pertinent to any Target Company or any Target Subsidiary relating to any taxable period beginning before the Pre-Closing Date Tax Period or Straddle Period until the expiration of the applicable statute of limitations (and, to the extent notified by North American Sellers’ Representative or TransferorBuyers’ Parent, any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing authority, . Sellers’ Representative and Buyers’ Parent shall (B) to give and Buyers’ Parent and Buyers shall cause the other party reasonable written notice prior to transferring, destroying or discarding any such books Target Companies and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor further agreeSubsidiaries to), upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to any Target Company or any Target Subsidiary or with respect to the transactions contemplated herebyby this Agreement. Sellers’ Representative and Buyers’ Parent shall (and Buyers’ Parent and Buyers shall cause the Target Companies and the Target Subsidiaries to). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 6043A of the Code and all or the Treasury Department Regulations promulgated thereunderthereunder with respect to the transactions contemplated by this Agreement. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanICF, Target the Shareholder, and Transferor the Founders shall cooperate fully, as and to the extent reasonably requested by the other any party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target ICF, the Shareholder, and Transferor the Founders agree (A) to retain all books and records with respect to Tax matters pertinent to Target Caliber and the Acquired Subsidiaries relating to any taxable period beginning before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by North American ICF or Transferorthe Shareholder’s Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party others reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target ICF, the Shareholder, or Transferorthe Founders, as the case may be, shall allow one of the other party others to take possession of such books and records. (ii) North American ICF, the Shareholder and Transferor the Founders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American ICF, the Shareholder and Transferor the Founders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i1) North American, Target The Charter Parties and Transferor Helicon Corp. shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 6.10 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Charter Parties and Transferor agree Helicon Corp. agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Helicon Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American any Charter Party or TransferorHelicon Corp., any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target Buyer or TransferorHelicon Corp., as the case may be, shall allow the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded. (ii2) North American The Charter Parties and Transferor Helicon Corp. further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including Taxes with respect to the transactions contemplated hereby). (iii3) North American The Charter Parties and Transferor further agree, upon request, the Partners agree that if any of them receives any notice of an audit or examination from any Governmental Authority with respect to provide the other party with all information that either party may be required Taxes of any Helicon Company for any taxable period or portion thereof ending on or prior to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare then the recipient of such notice shall, within three (3) days of the receipt thereof, notify and file any required S Corporation federal and state tax returns for Target for provide copies of such notice to the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that periodother party, as more particularly described the case may be, in accordance with the notice provisions of Section 10(e11.2. (4) belowThe Charter Parties further agree that immediately after the Closing, BII shall be relieved of its responsibilities with respect to post-Closing matters as the "tax matters partner," within the meaning of Section 6231(a)(7) of the Code, of Helicon and THGLP, and that the Charter Parties shall take any and all actions required to be taken to effectuate the same.

Cooperation on Tax Matters. (ia) North AmericanParent, Target the Company and Transferor shall the Shareholder Representatives will cooperate fully, as and to the extent reasonably requested by the other partyparties, in connection with the filing of all Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes; provided, that the Shareholder Representatives shall not be obligated to incur (directly or indirectly, on behalf of themselves or the Shareholders) more than de minimus out of pocket cost in doing so. Such cooperation shall will include the retention and (upon the other party's parties’ request) the provision of records and information which that are reasonably relevant to any such audit, Tax Return, litigation or other proceeding and proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and using commercially reasonable efforts to mitigate Tax liabilities of the Company resulting from any claim or assertion by any Governmental Entity, or any voluntary disclosure or other filing by Parent or the Company with any Governmental Entity. Target Parent and Transferor the Company agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations of the relevant taxable periods (and, to the extent notified by North American or Transferor, and any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and recordsGovernmental Entity. (iib) North American and Transferor further agreeExcept in connection with an audit resolved pursuant to Section 5.11(c) (including consistent correlative adjustments for non-audited taxable periods), neither Parent, the Company nor any Affiliate thereof may amend a Tax Return filed by the Company or file or amend any Tax election of the Company, in each case, for a taxable period ending on or before the Closing Date that would result in a Tax liability for which the Shareholders, directly or indirectly (including through the Escrow Account), would be responsible under Section 5.10, without the consent of the Shareholder Representatives, not to be unreasonably withheld, delayed or conditioned. Parent will, upon requestrequest by the Shareholder Representatives, and at its sole expense, cooperate in the preparation of and submission to use their best efforts the proper Governmental Entity of any such amended Tax Return which is required to obtain cause such Tax Return to be consistent with adjustments to the Tax Returns of the Company for any certificate other taxable period proposed by any Governmental Entity, or to give effect to an allowable loss carryback or carryover from a taxable period of the Company ending on or before the Closing Date. (c) If the Company or Parent receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company which may give rise to liability of the Shareholders hereunder, the Company or Parent, as applicable, will promptly notify the Shareholder Representatives, within ten (10) Business Days of the receipt of such notice. The parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such other parties or the Shareholders (including indemnity obligations hereunder). The Shareholder Representatives will have the right to represent the Company’s interests in any Tax audit or administrative or judicial proceeding and to employ counsel of the Shareholder Representatives’ choice, but reasonably satisfactory to Parent, at Shareholders’ expense, but only to the extent such audit or other document from proceeding pertains to taxable periods ending on or before the Closing Date and provided further, that the Shareholder Representatives must first submit written confirmation to Parent of the Shareholders’ indemnification obligation for such Taxes to the extent of the Escrow Funds. Parent will have the right to participate in such proceeding at its own expense, and will be entitled to control the disposition of any governmental authority issue involved in such proceeding which does not affect a potential liability of the Shareholders. Parent and the Shareholder Representatives will be entitled to represent their own interests (or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated herebyShareholder Representatives, the Shareholders’ interests) in light of their responsibilities (including direct or indirect indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing, the Shareholder Representatives will not agree to any settlement for any taxable period that reasonably could be expected to affect the Tax liabilities of Parent or the Company for any taxable period beginning on or after the Closing Date without prior written consent of Parent, not to be unreasonably withheld, delayed or conditioned. Neither Parent nor the Company shall make any voluntary disclosure or similar filing on behalf of the Company to any Governmental Entity that could reasonably be expected to result in a Tax liability or current payment obligation for which the Shareholders, directly or indirectly (including through the Escrow Account), would be responsible under Section 5.10 without first providing the Shareholder Representatives at least ten (10) Business Days advance notice and an opportunity to consult with Parent and the Company regarding such voluntary disclosure or filing. (iiid) North American Parent covenants that it will not and Transferor further agreewill not cause or permit the Company or any Affiliate of Parent to (i) take any action on the Closing Date other than in the ordinary course of business, upon requestincluding, without limitation, the distribution of any dividend or the effectuation of any redemption which would result in any Tax liability to provide the other party with all information that either party may be required to report pursuant to Shareholders, or (ii) make any election or deemed election under Section 6043 338 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after will be applicable to the Closing Date, he will prepare and file Merger or amend any required S Corporation federal and state tax returns Tax Return filed by the Company for Target for the any period from January 1, 1997 through that includes or ends prior to the Closing Date and will pay all applicable Taxes that would result in a Tax liability for that periodwhich the Shareholders, as more particularly described directly or indirectly (including through the Escrow Account), would be responsible under Section 5.10, in Section 10(e) beloweach case, unless Parent shall have received the prior written consent of the Shareholder Representatives, which shall not be unreasonably withheld, delayed or conditioned.

Cooperation on Tax Matters. (ia) North American, Target Purchaser and Transferor Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 8.3 and any audit, litigation or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Purchaser and Transferor agree (A) to retain all books and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor Sellers further agree, upon requestrequest of the other party, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions transaction contemplated hereby). (iiii) North American and Transferor further agreeNotwithstanding anything in this Agreement to the contrary, upon requestif a written notice of deficiency, proposed adjustment, assessment, audit, examination, or other claim with respect to provide any Company shall be delivered or sent to Sellers, Purchaser or to such Company, or a suit or dispute commenced or initiated against any Company, by any taxing authority with respect to which Purchaser is entitled to indemnification from Sellers pursuant to this Agreement (a "Taxing Authority Claim"), Seller or Purchaser, as the case may be, shall promptly notify the other party in writing of the Taxing Authority Claim, which notice shall apprise such other party in reasonable detail of the nature of the Taxing Authority Claim (the "Notice"), and shall include a copy thereof. (ii) In the event of a tax audit by any taxing authority over taxes for which one party to this Agreement (the "Tax Indemnified Party") has been indemnified by the other party to this Agreement (the "Tax Indemnifying Party"), the Tax Indemnifying Party will be entitled to control the proceedings; provided, however, that the Tax Indemnifying Party acknowledges its liability to the Tax Indemnified Party prior to assuming such control. If the Tax Indemnifying Party elects to assume and control the defense of any such audit, the Tax Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such audit, and the Tax Indemnified Party shall have the right, at its own cost and expense, to participate in (but not to control) the defense of such audit. The Tax Indemnifying Party shall not have the right to settle or compromise such audit without the prior written consent of the Tax Indemnified Party which consent shall not be unreasonably withheld. If the Tax Indemnifying Party shall elect to assume and control the defense of such audit, the Tax Indemnified Party may assume and control the defense of such audit and settle or compromise such audit without the consent of the Tax Indemnifying Party if the Tax Indemnified Party releases in writing the Tax Indemnifying Party from any obligation under this Agreement with all information that either party may respect to such audit. If the Tax Indemnifying Party shall not so elect to assume and control the defense of such audit, the Tax Indemnified Party shall control the defense of such audit. (c) Disputes relating to any amount to be required to report paid pursuant to Section 6043 8.3(b) shall be resolved by submission to an independent accounting firm of national reputation mutually acceptable to Purchaser and Sellers, which shall, within thirty business days after such submission, make its determination, which shall be binding, final and conclusive on Sellers and Purchaser. Payment shall be made within ten days of the Code resolution of such dispute. The fees and all Treasury Department Regulations promulgated thereunderdisbursements incurred in resolving such dispute shall be borne equally by Purchaser and Sellers. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanEach of Buyer and the Shareholder will, Target and Transferor shall will cause their respective Affiliates to, cooperate fully, as and to the extent reasonably requested by the other partyanother Party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation of or other proceeding with respect to Taxesthe Company and any proceeding in respect of Taxes of or with respect to the Company. Such cooperation shall will include the retention and (upon the other party's requestrequest of another Party) the provision of records and information which that are reasonably relevant to any such audit, litigation Tax Returns or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Shareholder, on the one hand, and Transferor Bxxxx, on the other hand, 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 to Target relating to the Company 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 North American or Transferor, any the other in writing of such extensions thereof) of for the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give 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 andrecords, if Buyer or the other party so requestsShareholder will, Target or Transferorand will cause their respective Affiliates to, as the case may be, shall allow the other party such Party to take possession of such books and records. . The Shareholder will give prompt written notice to Buyer if the Shareholder (iior any Affiliate of Shareholder) North American 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 Shareholder and Transferor Buyer further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed on any Party (includingor its Affiliates), but not limited to, including with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North American, Target Buyer and Transferor shall Seller will cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the preparation and filing of Tax Returns pursuant to this Section Article IX and any Proceeding (including any Tax audit, litigation or other proceeding ) with respect to Taxes. Such cooperation shall will include (i) preparation by ONCO of all Tax Returns for Income Taxes with respect to any Pre-Closing Tax Period (subject to review and comment by Liberty) consistent with past practices (which preparation by ONCO will not be deemed to affect Seller’s responsibility for Income Taxes of the retention and Company or any Subsidiary to the extent related to any Pre-Closing Tax Period as provided in this Article IX), (ii) causing any Tax Return that is prepared by or on behalf of the other Party pursuant to the terms of this Agreement to be signed on behalf of the Person filing such Tax Return by an authorized signatory at the time of filing or making available (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such Proceeding with respect to Taxes (including any Tax audit, litigation or other proceeding ). Buyer and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Company or any Subsidiary relating to any taxable period beginning before the Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorSeller, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (Bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Target or Transferor, as the case may be, shall to allow the other party Party to take possession of such books and records. (iib) North American Upon the request of the other Party, Buyer and Transferor further agree, upon request, to Seller will use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyby this Agreement). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanBuyer, Target the Company and Transferor its Subsidiaries, and Stockholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company and Transferor its Subsidiaries and Stockholders’ Representative agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Company and its Subsidiaries relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorStockholders’ Representative, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (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, Target the Company and its Subsidiaries or TransferorStockholders’ Representative, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American Buyer and Transferor Stockholders’ Representative further agree, upon request, to use their best efforts Best Efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanAcquiror, Target the Companies and Transferor the Company Subsidiaries and Stockholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Companies and Transferor agree the Company Subsidiaries and Stockholder agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Companies and the Company Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Acquiror or TransferorStockholder, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Companies and the Company Subsidiaries or TransferorStockholder, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American Acquiror and Transferor Stockholder further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i1) North American, Target The Buyer and Transferor Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Buyer and Transferor agree Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Asset Sellers Assets, Asset Sellers Business, Asset Sellers Systems, and the Controlled Entities relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American the Buyer or Transferorany Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target Buyer or TransferorSellers, as the case may be, shall allow the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded. (ii2) North American The Buyer and Transferor the Sellers further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including Taxes with respect to the transactions contemplated hereby). (iii3) North American The Buyer and Transferor further agreethe Sellers agree that if any of them receives any notice of an audit or examination from any Governmental Authority with respect to Taxes relating to the Asset Sellers Asset, upon requestAsset Sellers Business, Asset Sellers Systems or a Controlled Entity for any taxable period or portion thereof ending on or prior to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare then the recipient of such notice shall, within three (3) days of the receipt thereof, notify and file provide copies of such notice to the other party, as the case may be, in accordance with the notice provisions of Section 12.3, provided that Sellers shall control such audit or examination with respect to Taxes for any required S Corporation federal and state tax returns for Target for the taxable period from January 1, 1997 through or portion thereof ending on or prior to the Closing Date and will pay all applicable Taxes for Date, provided further that period, as more particularly described in Section 10(e) below.Sellers shall not enter into any compromise or agree to settle any claim pursuant to any Tax audit or proceeding which

Cooperation on Tax Matters. The Stockholders’ Agent shall prepare and file or cause to be prepared and filed all Tax Returns of Target which are required to be filed before the Closing Date or which are required to be filed after the Closing Date in respect of any pre-Closing Tax period. Acquiror shall have the opportunity to review such Tax Returns and the Stockholders’ Agent shall provide such Tax Returns to Acquiror (ifor Acquiror’s review and comment) North Americanprior to their due date. Acquiror shall prepare and file all other Tax Returns of Target. Acquiror and the Surviving Corporation, Target on the one hand, and Transferor the Stockholders’ Agent, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant in connection with this Merger and the respective Tax obligations of the parties hereto prior to this Section the Merger, and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Acquiror, the Surviving Corporation, and Transferor agree Stockholders’ Agent shall (Ai) to retain all books and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Acquiror or TransferorStockholders’ Agent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Governmental Entity and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Surviving Corporation or Transferor, Stockholders’ Agent as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor further agree, upon . Upon request, Acquiror and Stockholders’ Agent further agree to use their best reasonable commercial efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, including but not limited to, to with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanParent, Target the Company and Transferor the Company Subsidiaries and Principal Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company and Transferor the Company Subsidiaries and Principal Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Company and the Company Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Parent or TransferorPrincipal Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Company and the Company Subsidiaries or TransferorPrincipal Stockholders, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American Parent and Transferor Principal Stockholders further agree, upon request, to use their best reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American . The reasonable costs incurred by Parent and Transferor further agree, upon request, to provide Principal Stockholders during the process of obtaining said certificate or other document shall be borne by the party with all information that either party may be required to report pursuant to Section 6043 benefits of the Code and all Treasury Department Regulations promulgated thereundermitigation, reduction or elimination of any Tax. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanParent, Target the Surviving Corporation, and Transferor shall the Securityholders’ Representative will, and the Surviving Corporation will cause the Company Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the other another party, in connection with the filing of (i) any Tax Returns pursuant Return or amended Tax Return with respect to this Section and any taxable period beginning before the Closing Date, (ii) audit, or (iii) litigation or other proceeding with respect to Taxes. Such cooperation shall will include the retention and (upon the other party's ’s request) the provision of records and information which within such party’s possession that are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Parent, the Company, the Surviving Corporation and Transferor agree the Company Subsidiaries will (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Company and the Company Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Parent or Transferorthe Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party Securityholders’ Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Securityholders’ Representative so requests, Target Parent or Transferorthe Surviving Corporation, as the case may be, shall will allow the other party Securityholders’ Representative to take possession of such books and records. (ii) North American . Parent and Transferor the Securityholders’ Representative further agree, upon request, to use 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 of the Company, the Surviving Corporation, its Subsidiaries, Parent or the Company Securityholders that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyby this Agreement). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanBuyer, Target AHS and Transferor its Subsidiaries, Seller and Access Plans shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section §9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target AHS and Transferor its Subsidiaries, Seller and Access Plans agree (A) to retain all books and records with respect to Tax matters pertinent to Target AHS and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorSeller or Access Plans, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Target AHS and its Subsidiaries or TransferorSeller and Access Plans, as the case may be, shall allow the other party Party to take possession of such books and records. (ii) North American Buyer, Seller and Transferor Access Plans further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American Buyer, Seller and Transferor Access Plans further agree, upon request, to provide the other party Party with all information that either party Party may be required to report pursuant to Section 6043 of the Code and all §6043, or Code §6043A, or Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanParent and the Surviving Corporation, Target on the one hand, and Transferor the Stockholders’ Representative, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyrequested, in connection with the filing of Tax Returns pursuant to this Section Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are may be reasonably relevant to any such Tax audit, litigation or other proceeding and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Parent and Transferor agree the Surviving Corporation shall (Ai) to retain all books and records with respect to Tax matters pertinent to the Target Companies relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferornotified, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing Tax authority, (ii) deliver or make available to Parent on the Closing Date, originals or accurate copies of all such books and records, and (Biii) to give Parent or the other party Stockholders’ Representative, as the case may be, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Parent, the other party Surviving Corporation or the Stockholders’ Representative so requests, Target Parent, the Surviving Corporation or Transferorthe Stockholders’ Representative, as the case may be, shall allow the other requesting party to take possession of such books and records. (ii) North American records at such requesting party’s expense. Parent and Transferor the Stockholders’ Representative further agree, upon requestrequest and at the requesting party’s expense, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby). (iii) North American and Transferor . The Parties further agree, upon request, to provide the each other party Party with all information that either party such other Party may be required to report pursuant to Section 6043 of the Code and all §6043, or Code §6043A, or Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that . Upon request, each Company Stockholder shall promptly after the Closing Date, he will prepare deliver to Parent a completed and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that periodduly executed IRS Form W-8 or W-9, as more particularly described in Section 10(e) belowapplicable (or any successor form).

Cooperation on Tax Matters. (i1) North AmericanParent, Target the Company, the Surviving Corporation and Transferor the Company Stockholders shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 6.3 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company, the Surviving Corporation and Transferor the Company Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to Target 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 North American or TransferorParent and the Company Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Target Parent or Transferorthe Company Stockholders, as the case may be, shall allow the other party Party to take possession of such books and records. (ii2) North American All transfer, documentary, sales, use, stamp, registration and Transferor further agreeother such Taxes (including all applicable real estate transfer Taxes) and related fees (including any penalties, upon request, interest and additions to use their best efforts to obtain any certificate Tax) (“Transfer Taxes”) arising out of or incurred in connection with the transactions contemplated by this Agreement shall be borne by the Company Stockholders. All necessary Tax Returns and other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, documentation with respect to all such Transfer Taxes shall be prepared and filed when due by the transactions contemplated hereby)party primarily responsible under applicable Legal Requirement for filing such Tax Returns, and, if required by applicable Legal Requirement, Parent or the relevant Company Stockholder, as applicable, will join in the execution of any such Tax Returns. (iii3) North American Parent and Transferor the Company Stockholders further agree, upon request, to provide the other party Party with all information that either party Party may be required to report pursuant to Section Code Sections 6043 of the Code and all or 6043A, or Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanParent, Target the Company and Transferor the Securityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 5.12 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and the making available of employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Parent, the Company, and Transferor the Securityholders’ Representative agree (Ai) to retain all financial books and records with respect to Tax matters pertinent to Target 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 North American Parent or Transferorthe Securityholders’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such financial books and records and, if the other party so requests, Target the Company or Transferorthe Securityholders’ Representative, as the case may be, shall allow the other party to take possession of such financial books and records. . Parent shall not, and shall not cause or permit the Surviving Corporation to, (i) make any Tax election that has any retroactive effect on any taxable period (or portion thereof) ending on or prior to the Closing Date without the prior written consent of the Securityholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) North American and Transferor further agreeamend or cause to be amended any Tax Return of the Company or Subsidiary of the Company for any taxable period (or portion thereof) ending on or prior to the Closing Date without the prior written consent of the Securityholders’ Representative (which consent shall not be unreasonably withheld, upon requestconditioned or delayed), to use their best efforts to obtain any certificate or other document from any governmental (iii) initiate discussions or examinations with a Tax authority or make any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, voluntary disclosures with respect to the transactions contemplated hereby). (iii) North American and Transferor further agreeTaxes, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. or (iv) Transferor agrees that promptly after extend or waive any statute of limitations with respect to income Taxes or income Tax Returns of the Closing DateCompany, he will prepare and file any required S Corporation federal and state tax returns for Target for in each case, unless the period from January 1, 1997 through foregoing unless such election or amendment would not increase the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) belowCompany Securityholders’ liability pursuant to this Agreement.

Cooperation on Tax Matters. (ia) North AmericanFBC, Target the Bank and Transferor the Principal Shareholder shall cooperate fully, as and to the extent reasonably requested by the other partyparties, in connection with the filing of Tax Returns pursuant to this Section Article XIV and any audit, litigation or other proceeding with respect to Taxes. FBC shall control any such audit, litigation or other proceeding and shall consult with the Principal Shareholder as to positions taken in any such audit, litigation or proceeding to the extent that such positions are reasonably likely to create an indemnification obligation on the part of the Principal Shareholder. Such cooperation shall include the retention and (upon the other a party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target FBC and Transferor the Principal Shareholder agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Bank relating to any taxable Tax period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by North American FBC or Transferorthe Principal Shareholder, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, 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, Target FBC or Transferorthe Principal Shareholder, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American FBC and Transferor the Principal Shareholder further agree, upon requestreasonable request by the other party, to use their best all reasonable commercial efforts to obtain any certificate or other document from any governmental authority entity or any other Person person or entity as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American FBC and Transferor the Principal Shareholder further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North American, Target The Selling Parties and Transferor the Oaktree Parties shall cooperate fully, as and to the extent reasonably requested by the other partyany party hereto, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the any other party's requestrequest of any party hereto) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Selling Parties and Transferor the Acquired Companies agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Acquired Companies relating to any taxable period beginning before the Pre-Closing Date Tax Period or any Straddle Period until the expiration of the statute of limitations (and, to the extent notified by North American any Selling Party or Transferorany Oaktree Party, any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (B) to give the each other party hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any other party hereto so requests, Target the Acquired Companies or Transferorthe Selling Parties, as the case may be, shall allow the such other party hereto to take possession of such books and records. (ii) North American The Selling Parties and Transferor the Oaktree Parties further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyContemplated Transactions); provided, however, that such efforts shall not include seeking revenue rulings or other formal opinions from Tax authorities. The Selling Parties shall furnish to the Oaktree Parties on or before the Second Closing Date a certification of the Selling Parties’ non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanThe Purchaser, Target the Shareholder, and Transferor the Company shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns pursuant to this Section (including any amended returns) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (and, upon the other party's written request) , the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Purchaser shall provide, or cause to be provided, earnings and Transferor agree profits (Aas computed for U.S. federal income tax purposes) of any non-U.S. direct or indirect Subsidiary of the Company for the tax year of such entity that includes the Closing (which need only be an update for such year based on such computations made by any such Subsidiary of the Company while owned directly or indirectly by the Purchaser) and shall provide the Shareholder access to any such Company's books and records and tax receipts with respect to such Tax year. The Parties shall (i) retain all Tax Returns schedules, books and records with respect to Tax matters pertinent to Target the Company relating to any taxable Taxable period beginning before first ending after the Closing Date and for all prior periods until the expiration of the statute of limitations (and, to the extent notified by North American or Transferorpertinent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give provide the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii. Any information obtained under this Section 7.11(d) North American and Transferor further shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or in a Tax audit or administrative or judicial proceeding of any type related to Taxes. The Parties agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor . The Parties further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunderany Governmental Entity. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanBuyer, Target Seller and Transferor Citizens shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any tax audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Buyer and Transferor Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target Citizens relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. Any information obtained pursuant to this section or pursuant to any other section in this Agreement providing for the sharing of information shall be kept confidential by the parties hereto. On or before the Closing Date, Seller shall furnish Buyer with copies of all Tax Returns that have been filed by Citizens or the NUG Subsidiaries with respect to those entities or their respective assets. (iib) North American Buyer and Transferor Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American Buyer and Transferor Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section Code ss. 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanBuyer, Target Master Products, its Subsidiaries and Transferor Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Master Products, its Subsidiaries and Transferor Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Target Master Products and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American the Buyer or Transferorthe Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target Master Products and its Subsidiaries or TransferorSeller, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American the Buyer and Transferor the Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American the Buyer and Transferor the Seller further agree, upon request, to provide the other party with all information in their possession, under their control or which can be obtained without unreasonable effort or expense, that either party may be required to report pursuant to Section 6043 Sections 6038B, 6043, or any other relevant provisions of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanThe Transferee, Target the Targets and Transferor their Subsidiaries and the Transferors shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Targets and Transferor their Subsidiaries and the Transferors agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Targets and their Subsidiaries relating to any taxable period beginning before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by North American the Transferee or Transferorthe Transferors, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Targets and their Subsidiaries or Transferorthe Transferors, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American The Transferee and Transferor the Transferors further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American The Transferee and Transferor the Transferors further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanParent, Target the Company, and Transferor the Member Representative shall, and Parent and the Company shall cause the Business Entities and the Related Consolidated Entities to, cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of all Tax Returns pursuant to this Section 6.15 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such Tax Returns or audit, litigation or other proceeding and making employees or other persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and to assist in the preparation of Tax Returns. Target Parent, the Company, and Transferor the Member Representative agree (Ai) to retain (and Parent and the Company agree to cause the Business Entities and Related Consolidated Entities to retain) all books and records with respect to Tax matters pertinent to Target the Business Entities or the Related Consolidated Entities relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Parent or Transferorthe Member Representative, any extensions thereof) of the respective taxable periods, and to abide by (and Parent and the Company agree to cause the Business Entities and Related Consolidated Entities to abide by) all record retention agreements entered into with any taxing authority, and (Bii) to give (and Parent and the Company agree to cause the Business Entities and Related Consolidated Entities to give) the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target Parent, the Company, or Transferorthe Member Representative, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor . Parent, the Company, and, following the Closing, the Member Representative further agree, upon request, to use their best reasonable efforts to obtain (or cause to be obtained) any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby)Transactions or otherwise. (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanBuyer, Target Purchased Subsidiaries, Temple-Inland Parent and Transferor Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section Article and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Purchased Subsidiaries, Temple-Inland Parent and Transferor Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Purchased Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Purchased Subsidiaries, Temple-Inland Parent or TransferorSellers, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American Buyer, Temple-Inland Parent and Transferor Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American Buyer, Temple-Inland Parent and Transferor Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (iA) North AmericanBuyer, Target the Acquired Company, and Transferor Seller shall cooperate fullyprovide each other with such assistance, materials and relevant information, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section (including the timely filing of Tax Returns prepared by the other Party) and any audit, litigation or other proceeding with respect to TaxesTaxes imposed on Buyer, Seller, any Subsidiary or any entity affiliated with any of the foregoing. Such cooperation shall include the retention and (upon the other partyParty's requestrequest and at the time and place mutually agreed upon by the parties) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, to the extent such information and/or explanation is readily available and within the control of the party to which such request is made. Target The responsibility to retain records and Transferor 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. The Acquired Company, Buyer and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Acquired Company relating to any taxable period Taxable Period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorSeller, any extensions thereof) of the respective taxable periodsTaxable Periods plus 120 days, and to abide by all record retention agreements arrangements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Target the Acquired Company, or TransferorSeller, as the case may be, shall allow the other party Party to take possession of such books and records. The requesting Party shall reimburse the other Party for any reasonable out-of-pocket expenses, upon receipt of reasonable documentation of such expenses or costs. Any information or explanation obtained pursuant to this Section 5.9 shall be maintained in confidence, except (i) as may be legally required in connection with claims for refund or in conducting or defending any Tax audit or other proceeding or (ii) to the extent the disclosing Party provides written permission for such disclosure. (iiB) North American Buyer and Transferor Seller further agree, upon request, to use their best efforts to obtain any certificate consents, rulings, certificates or other document documents from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiiC) North American Buyer and Transferor Seller further agree, upon request, to provide the other party Party with all information that either party Party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanSubject to Section 7.2(g), Target and Transferor the Parties shall reasonably cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns pursuant to this Section and Return, in any audit, litigation or other proceeding with respect to Taxes, and in allowing the Representative to review Tax Returns of the Company and its Subsidiaries for Pre-Closing Tax Periods to determine or verify the proper amounts payable as refunds hereunder (provided, that, such Tax Returns will be limited to pro forma copies of such Tax Returns that relate solely to the Company and its Subsidiaries). Such cooperation shall include the reasonable retention and (upon the other party's request) the provision of copies of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material materials provided hereunder. Target Parent will, and Transferor agree (A) to will cause the Surviving Corporation and its Subsidiaries to, retain all books and records with respect to Tax matters pertinent to Target relating the Company and its Subsidiaries and which relate to any taxable period beginning before the a Pre-Closing Date Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by North American or Transferor, taking into account any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing authorityGovernmental Entity. All of such information provided pursuant to this Section 7.2(h) shall be treated as Confidential Information pursuant to the terms of, and (B) to give as defined in, the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor Confidentiality Agreement. The Parties further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person or take any other action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any party hereto (including, but not limited to, including with respect to the transactions contemplated herebyby this Agreement). (iii) North American . For the avoidance of doubt, at or before the Closing, the Company shall deliver or make available to Parent true, correct and Transferor further agree, upon request, to provide the other party with complete copies of all information that either party may be required to report pursuant to Section 6043 Tax Returns of the Code and all Treasury Department Regulations promulgated thereunderCompany filed with respect to Tax periods ending on or after December 31, 2010. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanParent, Target Company (including any of its subsidiaries) and Transferor Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Company (and Transferor agree any of its subsidiaries) and Shareholders agree: (A) to retain all books and records with respect to Tax matters pertinent to Target Company (including any of its subsidiaries) relating to any taxable period beginning before the IPO Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Parent or TransferorShareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target Company (including any of its subsidiaries) or TransferorShareholders, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American Parent and Transferor Shareholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax Taxes that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American The Company and Transferor further agreeeach of the Shareholders shall cooperate fully in the preparation and delivery to Parent and its counsel of tax certificates, upon requestrepresentations, to provide the other party with all information or similar documents that either party may be required reasonably necessary or appropriate in connection with the preparation of tax opinions or other items regarding the tax matters impacting this Agreement, the Parent, or the Company that are prepared with respect to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunderIPO. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanSubject to the provisions of Section 11.4, Target the Buyer, the Company, the Subsidiaries, and Transferor shall the Shareholder Representative will cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to TaxesArticle 11. Such cooperation shall will include the retention and (upon the any other party's ’s request) the provision of records and information which that are reasonably relevant to the preparation and filing of any such audit, litigation or other proceeding Tax Return. The Buyer and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor agree (A) to the Shareholders will retain all books and records with respect to Tax matters pertinent to Target the Company and its Subsidiaries 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 North American the Buyer or Transferorthe Shareholders, any extensions thereof) of the respective taxable periodsTaxable Periods, and to abide by all record retention agreements entered into with any taxing Tax authority. Following the Closing Date, the Buyer will, and (B) to will cause the Company to, give the other party Shareholders and their agents and representatives reasonable written notice prior access to transferring, destroying or discarding any such books (and records and, if the other party so requests, Target or Transferor, as right to make copies thereof at the case may be, shall allow the other party to take possession of Shareholders’ own expense) such books and records. (iib) North American Notwithstanding any other provision of this agreement to the contrary, in the event that the Buyer initiates or engages in any ‎voluntary disclosure proceedings or similar proceedings, agreements, or contractual obligations with any Governmental Authority relating to any and Transferor further agreeall state and local sales Taxes of the ‎Company and/or its Subsidiaries for any Pre-Closing Tax Period or Straddle Period (“Voluntary ‎Disclosure Proceedings”), the Buyer agrees that any sales Taxes resulting from such Voluntary Disclosure Proceedings will not be indemnifiable by the Shareholders pursuant to Section 10.2(c). (c) The Buyer and the Shareholder Representative, upon requestreasonable request by the other party, to will use their best all commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby), provided that such action is not reasonably expected to increase any Tax liability of such party. (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North American, Target Buyer and Transferor Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Returns Return (including any report required pursuant to this Section 6043A of the Code and all Treasury Regulations promulgated thereunder) subject to Section 8.03(c) and Section 8.03(d), any audit, litigation or other proceeding with respect to TaxesTaxes and any matter relating to the Canadian Tax Liability described in Section 8.04(c) of this Agreement. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Buyer and Transferor Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Companies and the Subsidiaries relating to any taxable period beginning before the Pre-Closing Date Tax Period until the expiration of the any applicable statute of limitations (and, to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periodslimitations, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any Taxing Authority for all periods required by such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and recordsTaxing Authority. (iib) North American Buyer and Transferor Sellers further agree, upon request, to use their best all commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or customer of the Companies or any of the Subsidiaries or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (c) Without limiting any rights of Buyer or Sellers under Section 8.03, after the Closing Date and solely with respect to Bayrol, (i) Buyer shall promptly notify Sellers in writing and in no event later than five (5) Business Days of the receipt of any Tax assessment notice (“Bayrol Tax Assessment”) or any announcement regarding the initiation of a Tax audit, litigation, a Tax court proceeding or other proceeding with respect to Taxes for any Pre-Closing Tax Period (“Bayrol Tax Proceeding”) and provide Sellers with complete copies of all documents regarding Bayrol Tax Assessments and Bayrol Tax Proceedings, (ii) Buyer shall consider in good faith any legal actions reasonably requested by Sellers, including but not limited to filing appeals or applying for the suspension of payment, with respect to any Bayrol Tax Assessment or any Bayrol Tax Proceeding, and (iii) North American Buyer agrees that upon request of Sellers and Transferor further agreeat Sellers’ cost, Bayrol (including any of its legal successors) shall be represented in a Bayrol Tax Proceeding by advisors agreed upon requestby Buyer and Sellers; provided, that the Bayrol Tax Proceeding shall not be compromised or settled without Buyer’s prior written consent, not to provide be unreasonably withheld, conditioned or delayed. Buyer hereby undertakes and agrees that neither Buyer nor Bayrol will, without Sellers’ prior written consent (not to be unreasonably withheld), grant their consent to a Taxing Authority or other administrative authority in relation to the other party with all information that either party may be required to report pursuant to Section 6043 results of the Code and all Treasury Department Regulations promulgated thereundera Bayrol Tax Proceeding. (ivd) Transferor agrees that promptly after Sellers shall be entitled to control the conduct of all audits or other proceedings in respect of Taxes of the Companies and the Subsidiaries for Tax periods ending on or prior to the Closing Date, he will prepare and file any required S Corporation federal and state tax returns including for Target for greater certainty actions to settle the period from January 1Canadian Tax Liability, 1997 through the Closing Date and will pay all applicable Taxes for that periodif any, as more particularly described in Section 10(e8.04; provided that Buyer shall be entitled to participate, at its own expense, in all aspects of such audits or other proceedings and Sellers shall keep Buyer promptly informed of progress thereof (including by providing copies of all correspondence in connection therewith). Sellers shall not settle or compromise any such audits or other proceedings without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Buyer shall be entitled to control all other audits and other proceedings in respect of Taxes of the Companies and the Subsidiaries; provided that, (x) belowSellers shall be entitled to participate, at its own expense, to the extent a proceeding could reasonably be expected to give rise to an obligation on the part of Sellers to indemnify Buyer or its Affiliate pursuant to Article 11 and (y) Buyer shall not settle or compromise any such audits or other proceedings without Sellers’ prior written consent, not to be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) North American, Target 1 The Charter Parties and Transferor Helicon Corp. shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 6.10 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Charter Parties and Transferor Helicon Corp. agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Helicon Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American any Charter Party or TransferorHelicon Corp., any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target Buyer or TransferorHelicon Corp., as the case may be, shall allow the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded. (ii) North American 2 The Charter Parties and Transferor Helicon Corp. further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including Taxes with respect to the transactions contemplated hereby). (iii) North American 3 The Charter Parties and Transferor further agree, upon request, the Partners agree that if any of them receives any notice of an audit or examination from any Governmental Authority with respect to provide the other party with all information that either party may be required Taxes of any Helicon Company for any taxable period or portion thereof ending on or prior to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare then the recipient of such notice shall, within three (3) days of the receipt thereof, notify and file any required S Corporation federal and state tax returns for Target for provide copies of such notice to the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that periodother party, as more particularly described the case may be, in accordance with the notice provisions of Section 10(e11.2. (4 The Charter Parties further agree that immediately after the Closing, BII shall be relieved of its responsibilities with respect to post-Closing matters as the "tax matters partner," within the meaning of Section 6231(a)(7) belowof the Code, of Helicon and THGLP, and that the Charter Parties shall take any and all actions required to be taken to effectuate the same.

Cooperation on Tax Matters. (i) North AmericanPurchaser, Target the Company and Transferor Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section for all periods that begin before the Closing and any audit, litigation or other proceeding Action or Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Action or Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Purchaser, the Company and Transferor Shareholders agree (A) to retain all books Books and records Records with respect to Tax matters pertinent to Target 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 North American Purchaser or TransferorShareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books Books and records Records and, if the other party so requests, Target Purchaser, the Company or TransferorShareholders, as the case may be, shall allow the other party to take possession of such books Books and recordsRecords. (ii) North American Purchaser and Transferor Shareholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental or Regulatory Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions Company or the transaction contemplated hereby). (iii) North American Purchaser and Transferor Shareholders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 or Section 6043A of the Internal Revenue Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (a) The Buyer and the Representatives and their respective Affiliates shall cooperate in (i) North Americanthe preparation of all Tax Returns for any Tax periods and (ii) the conduct of any Tax Proceeding, Target and Transferor for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall cooperate fullyinclude, as and but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the other partyparty as is relevant to the preparation of the Tax Returns or the conduct of the Tax Proceeding. Such cooperation and information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Entity which relate to the Surviving Corporation, in connection the Company or any Subsidiary, and providing copies of all relevant Tax Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and tax basis of property, which the requested party may possess. (b) The Buyer shall control any Tax Proceeding with respect to the Surviving Corporation, the Company or any Subsidiary; provided that, with respect to any item the adjustment of which would adversely affect any Seller, the Buyer shall consult with the filing Representatives and except as hereinafter provided shall not settle any such issue without the consent of the Representatives (which consent shall not be unreasonably withheld, conditioned or delayed). No such consent shall be required in any matter pertaining to (i) solely non-monetary claims or (ii) claims that are both monetary and non-monetary. Where such consent is required and is withheld by the Representatives, the Sellers may continue or initiate any further Tax Returns Proceeding at their own expense. In controlling any Tax Proceeding, the Buyer shall act in a manner which would be reasonable in the case of a Person that owned the Company or any Subsidiary before the Closing Date. Any dispute related to any such Tax Proceeding or the settlement thereof pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor agree (A) to retain all books and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed 8.4 (including, but not limited towithout limitation, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 reasonableness of the Code and all Treasury Department Regulations promulgated thereunder. (ivBuyer's actions in accordance with this Section 8.4 in connection with any such settlement) Transferor agrees that promptly after shall be resolved by the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for Tax Arbitrator in accordance with the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described procedures set forth in Section 10(e7.4(e) belowof this Agreement and the Tax Arbitrator's decisions will be binding on the Parties.

Cooperation on Tax Matters. (i) North AmericanParent, Target the Company and Transferor its Subsidiaries, and the Principal Stockholders shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the preparation and filing of Tax Returns Returns, including the filing of the statement required by IRS Notice 2009-4 prepared by the Principal Stockholders pursuant to this Section 6.13 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company and Transferor its Subsidiaries and the Principal Stockholders agree (A) to the extent not delivered to the other Party or its Affiliates pursuant to this Agreement, to retain all books and records in their possession or control with respect to Tax matters pertinent to Target the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Parent or Transferorthe Principal Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Target the Company and its Subsidiaries or Transferorthe Principal Stockholders, as the case may be, shall allow the other party Party to take possession of such books and records. (ii) North American Parent and Transferor the Principal Stockholders further agree, upon request, to use their best efforts Reasonable Efforts to obtain any certificate or other document from any governmental authority Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North American, Target Buyer and Transferor its Related Persons and Seller and its Related Persons shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 8.3 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Buyer (and Transferor agree Buyer shall cause the Companies), and Seller agrees (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Companies relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Target or TransferorSeller and Buyer shall cause the Companies to, as the case may be, shall allow the other party Party to take possession of such books and records. (iib) North American Buyer and Transferor Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American Buyer and Transferor Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Code Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (ivd) Transferor agrees The parties hereto agree that promptly after the Closing Date, he will prepare issuance of the Purchase Price Shares in exchange for the membership interest in the Companies constitutes a tax-free exchange under Code Section 368 and shall file any required S Corporation federal and state all tax returns for Target for the period from January 1, 1997 through the Closing Date accordingly and will pay all applicable Taxes for that period, as more particularly described shall not tax any contrary position in Section 10(e) belowany Tax return or Tax Proceeding.

Cooperation on Tax Matters. (i) North American, Target FSAC and Transferor the Founders shall cooperate fully, as and to the extent reasonably requested by the other any party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees their respective employees, outside consultants and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target FSAC and Transferor the Founders agree (A) to retain all books and records with respect to Tax matters pertinent to Target ATS and the Acquired Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American FSAC or Transferorthe Shareholders’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target FSAC or Transferorthe Founders, as the case may be, shall allow one of the other party others to take possession of such books and records. (ii) North American FSAC and Transferor the Founders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American FSAC and Transferor the Founders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after The Shareholders shall provide to FSAC for its review and approval all material related to the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target securing of shareholder approval under section 280G of the Code for the period from January 1, 1997 through parachute payments identified on Schedule 3.29. Such material shall be provided to FSAC at least five business days prior to the Closing Date obtaining of such shareholder approval. The Shareholders and will pay FSAC agree that all applicable Taxes for that period, as more particularly described in Section 10(e) belowdocuments related to such shareholder approval must be mutually agreed to by the Shareholders Representative and FSAC.

Cooperation on Tax Matters. (ia) North AmericanBuyer, Target Pacific and Transferor its Subsidiaries and Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section section 21.19 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Pacific and Transferor its Subsidiaries and Stockholders agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target Pacific and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorAgent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target Pacific and its Subsidiaries or TransferorStockholders, as the case may be, shall allow the other party to take possession of such books and records. The party requesting such information shall pay the reasonable external costs of the party providing the requested information. (iib) North American Buyer and Transferor Stockholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax Taxes that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American Buyer and Transferor Stockholders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanNewco, Target the Company and Transferor any Subsidiary and Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company and Transferor any Subsidiary and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Company and any Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferor, including any extensions thereof) extension thereof of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Company and any Subsidiary or TransferorSellers, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American Newco and Transferor Sellers further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American Newco and Transferor Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated the treasury regulations thereunder. (iv) Transferor The Company agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through all Tax Returns filed on or before the Closing Date will be prepared consistent with past practice. A draft of any such Tax Return will be provided to Newco no less than 14 Business Days in advance of filing for Newco's review and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) belowcomment.

Cooperation on Tax Matters. (ia) North AmericanParent, Target the Principal Stockholders and Transferor the Selling Companies and their Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available available, including, without limitation, those employees identified on Schedule 12.4, on a mutually convenient basis basis, without the incurrence by Parent of any fees or expenses related thereto, to provide additional information and explanation of any material provided hereunder. Target The Principal Stockholders and Transferor the Selling Companies and their Subsidiaries agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Selling Companies and their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or TransferorParent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTax 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, Target any Selling Company and its Subsidiaries or Transferorthe Principal Stockholders, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American Parent, the Principal Stockholders and Transferor further agree, upon request, to use the Selling Companies and their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to Subsidiaries and the transactions contemplated hereby). (iii) North American and Transferor Principal Stockholders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (ivc) Transferor agrees that promptly Except as otherwise required by applicable Law, as determined in the good faith judgment of Parent, after the Closing, none of the Selling Companies shall make or change any Tax election, change any method of Tax accounting, file or amend any Tax Return, settle any audit, claim, examination or deficiency litigation with respect to Taxes, request any private letter or similar Tax ruling or enter into any closing agreement with any Tax Authority with respect to any amount of Taxes, in each case with respect to a taxable period ending prior to the Closing Date, he without, in each case, providing at least ten (10) days notice to the Stockholders’ Representative and, to the extent that the Stockholders’ Representative notifies Parent within such ten-day period that the Stockholders’ Representative reasonably believes that such action will prepare and file cause a material adverse effect on the Stockholders’ indemnity obligations under this Agreement, Parent shall use reasonable best efforts to accommodate any required S Corporation federal and state tax returns for Target for reasonable requests by the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) belowStockholders’ Representative.

Cooperation on Tax Matters. (id) North AmericanThe Stockholders and AMG shall report all transactions pursuant to this Agreement in a manner that is consistent with the Elections and shall take no position contrary thereto unless required to do so pursuant to a "determination" within the meaning of Section 1313 of the Code or an analogous provision under state, Target local or foreign tax law. (e) AMG, the Company and Transferor the Majority Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company and Transferor its Majority Stockholders agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Company and the LLC relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American AMG or Transferorthe Majority Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Company or Transferorthe Majority Stockholders, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American . AMG and Transferor the Majority Stockholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North American, Target The Parent and Transferor the Company Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, examination, contest, litigation or other proceeding with respect to TaxesTaxes (the “Tax Proceedings”). Such cooperation shall be at the expense of the party requesting such cooperation, provided that such expense is limited to out-of-pocket expenses. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Tax Proceedings and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Parent and Transferor the Company Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before the Closing Date Company in their possession until the expiration of the statute of limitations (and, to the extent notified by North American or Transferor, any including extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Parent or Transferorthe Company Shareholders, as the case may be, shall allow the other party to take possession of such books and records.; and (ii) North American and Transferor further agree, upon request, The Representative shall be entitled to use their best efforts to obtain any certificate initiate a compliance or other document from proceeding or program (“Compliance Program”) with an appropriate taxing authority with the objective of settling or compromising any governmental authority or any other Person as may of the matters disclosed in items 3 and 4 of Section 3.10(a) of the Disclosure Schedule. The Representative shall control such Compliance Program and Company Shareholders and Parent shall be necessary obligated to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, cooperate with the Representative in the manner set forth above with respect to Tax Proceedings; provided that the transactions contemplated hereby). (iiiRepresentative shall not have the right to control such Compliance Program to the extent that the Representative, in the reasonable good faith judgment of Parent, fails to conduct such Compliance Program actively and diligently. The Representative shall have the right at any time to cede control of the Compliance Program to the Parent and Parent shall be obligated to assume control of such Compliance Program; provided that Parent shall consult with the Representative in good faith about the conduct of such Compliance Program and Parent shall not enter any agreement with any taxing authority with respect to such Compliance Program without the prior written consent of the Representative, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Representative shall not be entitled to initiate any Compliance Program nor enter into any agreement with any taxing authority with respect to such Compliance Program without the consent of Parent, such consent to be not unreasonably withheld; provided that, solely with respect to Compliance Programs related to matters disclosed in item 3 of Section 3.10(a) North American and Transferor further agreeof the Disclosure Schedule, upon request, to provide the other party with all information that either party may such consent shall not be required if Parent is entitled to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target indemnification for the period Damages arising out of or related to such Compliance Programs under Sections 12.1 or 12.2 and funds remain in the Escrow Account or are then available from January 1, 1997 through the Closing Date and will pay Supplemental Indemnity Amount to satisfy such indemnification obligations with respect to all applicable Taxes for that period, as more particularly described in Section 10(e) belowsuch Damages.

Cooperation on Tax Matters. The Purchaser, the Company and each of its Subsidiaries, the Shareholders and the Shareholders Representatives (iand the Deciding Vote Holder) North American, Target and Transferor shall cooperate fully, as and to the extent reasonably requested by the other any such party, in connection with the filing of Tax Returns pursuant to this Section Returns, and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Purchaser, the Company and Transferor agree each of its Subsidiaries, the Shareholders and the Shareholders Representatives (Aand the Deciding Vote Holder) to shall: (i) retain all books and records with respect to Tax matters pertinent to Target the Company and each of its Subsidiaries relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American the Purchaser, the Shareholders or TransferorShareholders Representatives (and the Deciding Vote Holder), as the case may be, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Body; and, and (Bii) to give the other party parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party parties so requests, Target the Purchaser, the Company and each of its Subsidiaries, the Shareholders or Transferorthe Shareholders Representatives (and the Deciding Vote Holder), as the case may be, shall allow the other party parties to take possession of such books and records. . Except as otherwise provided herein, the Purchaser, the Shareholders and the Shareholders Representatives (iiand the Deciding Vote Holder) North American and Transferor further agree, upon request, to use their best all commercially reasonable efforts to obtain any certificate or other document from any governmental authority Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanBuyer and the Principal Stockholder agree to furnish or cause to be furnished to each other, Target and Transferor shall cooperate fullyupon request, as promptly as practicable, such information (including access to books and records) and assistance relating to TISM, the extent Surviving Corporation, the Company and the Subsidiaries as is reasonably requested by the other party, in connection with necessary for the filing of any return, for the preparation for any Tax Returns pursuant to this Section and any audit, litigation and for the prosecution or other defense of any claim, suit or proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant relating to any such auditproposed Tax adjustment. Buyer and the Principal Stockholder agree, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation except in the ordinary course of any material provided hereunder. Target and Transferor agree (A) business consistent with past practices, to retain or cause to be retained all books and records with respect to Tax matters pertinent to Target relating TISM, the Surviving Corporation, the Company and the Subsidiaries until the applicable period for assessment under applicable law (giving effect to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American and all extensions or Transferor, any extensions thereofwaivers) of the respective taxable periodshas expired, and to abide by or cause the abidance with all record retention agreements entered into with any taxing authorityTaxing Authority. Buyer agrees to cause TISM, the Surviving Corporation, the Company and (B) the Subsidiaries to give the other party Principal Stockholder reasonable written notice prior to transferring, discarding or destroying or discarding any such books and records relating to Tax matters, except in the ordinary course of business consistent with past practices, and, if the other party Principal Stockholder so requests, Target or TransferorBuyer agrees to cause TISM, as the case may beSurviving Corporation, shall the Company and the Subsidiaries to allow the other party Principal Stockholder to take possession of such books and records. Buyer and the Principal Stockholder shall cooperate with each other in the conduct of any audit or other proceedings involving TISM, the Surviving Corporation, the Company and the Subsidiaries for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this subsection. (iib) North American Buyer and Transferor further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor Principal Stockholder further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunderthereunder or any similar provision under local law. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (a) Buyer and Freeport agree to furnish or cause to be furnished to each other, upon reasonable request (and at the requesting party’s expense), as promptly as practicable, such information and assistance relating to the Company and/or its Subsidiaries (including access to books and records) as is reasonably necessary for the filing of all Tax Returns (including any report required pursuant to Section 6043A of the Code and all Treasury Regulations promulgated thereunder), the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The parties agree to provide, upon reasonable request (and at the requesting party’s expense), updates as to the status of such claim, suit or proceeding. (b) Buyer and Freeport shall (i) North Americanretain all books and records with respect to Taxes pertaining to the Company and its Subsidiaries for any Pre-Closing Tax Period for a period of at least seven years following the Closing Date and abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority, Target and Transferor (ii) use commercially reasonable efforts to provide the other party with at least 30 days’ prior written notice before destroying any such books and records, during which period the party receiving the notice can elect to take possession, at its own expense, of such books and records. Freeport and Buyer shall cooperate with each other fully, as and to the extent reasonably requested by the other party (and at the requesting party’s expense), in connection with the filing conduct of Tax Returns pursuant to this Section and any audit, litigation audit or other proceeding with respect relating to Taxes. Such cooperation Taxes involving the Company and/or its Subsidiaries. (c) Buyer and Freeport shall include cooperate in good faith in determining the retention and (upon the other party's request) the provision potential applicability of records and information which are reasonably relevant Section 8.01 hereof to any such audit, litigation transaction that occurs on or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor agree (A) to retain all books and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before after the Closing Date until and, without limiting the expiration generality of the statute of limitations (andforegoing, to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into Freeport shall provide Buyer with any taxing authority, and (B) information reasonably required by Buyer in order to give the other party reasonable written notice prior to transferring, destroying or discarding determine whether any such books and records and, if transaction may reasonably be expected to have the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly effects described in Section 10(e) below8.01(ii).

Cooperation on Tax Matters. (i) North AmericanAcquiror, the Surviving Corporation, Target and Transferor the Significant Target Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees individuals available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Significant Target Shareholders, Acquiror and Transferor the Surviving Corporation agree (A) to retain all books and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Acquiror or Transferorthe Significant Target Shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Significant Target or TransferorShareholders, Acquiror and the Surviving Corporation, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American The Significant Target Shareholders, Acquiror and Transferor the Surviving Corporation further agree, upon request, to use their best efforts Best Efforts to obtain any certificate or other document from any governmental authority Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American The Significant Target Shareholders, Acquiror and Transferor the Surviving Corporation further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code IRC and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanParent, Target the Principal Stockholders and Transferor the Selling Companies and their Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available available, including, without limitation, those employees identified on Schedule 12.4, on a mutually convenient basis basis, without the incurrence by Parent of any fees or expenses related thereto, to provide additional information and explanation of any material provided hereunder. Target The Principal Stockholders and Transferor the Selling Companies and their Subsidiaries agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Selling Companies and their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or TransferorParent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTax 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, Target any Selling Company and its Subsidiaries or Transferorthe Principal Stockholders, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American Parent, the Principal Stockholders and Transferor further agree, upon request, to use the Selling Companies and their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to Subsidiaries and the transactions contemplated hereby). (iii) North American and Transferor Principal Stockholders further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (ivc) Transferor agrees that promptly Except as otherwise required by applicable Law, as determined in the good faith judgment of Parent, after the Closing, none of the Selling Companies shall make or 109 change any Tax election, change any method of Tax accounting, file or amend any Tax Return, settle any audit, claim, examination or deficiency litigation with respect to Taxes, request any private letter or similar Tax ruling or enter into any closing agreement with any Tax Authority with respect to any amount of Taxes, in each case with respect to a taxable period ending prior to the Closing Date, he without, in each case, providing at least ten (10) days notice to the Stockholders' Representative and, to the extent that the Stockholders' Representative notifies Parent within such ten-day period that the Stockholders' Representative reasonably believes that such action will prepare and file cause a material adverse effect on the Stockholders' indemnity obligations under this Agreement, Parent shall use reasonable best efforts to accommodate any required S Corporation federal and state tax returns for Target for reasonable requests by the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) belowStockholders' Representative.

Cooperation on Tax Matters. (ia) North AmericanParent, Target the Company and Transferor (after the Closing) the Stockholders’ Representative shall, and following the Closing, Parent shall cause the Surviving Corporation to, cooperate fully, as and to the extent reasonably requested by the other any such party, in connection with the any filing of Tax Returns pursuant to this Section and any Returns, audit, litigation or other proceeding with respect to Taxes, or any other Tax matters relating to the Company. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such auditTax, litigation Tax Return, audit or other proceeding Proceeding. Parent and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor agree (A) to retain all books and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Surviving Corporation shall use commercially reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyby this Agreement). The party requesting such cooperation shall pay the reasonable out-of-pocket expenses of the other party (with any such expenses payable by the Stockholders’ Representative being paid by the Stockholders). (iiib) North American Except as otherwise required by Law, or with the written consent of Parent, the Company (prior to the Closing) and Transferor further agreethe Stockholder’s Representative (after the Closing) covenant and agree that neither of them shall file or amend any Tax Return, upon requestfile any claim for refund, change any method of accounting (or Tax accounting), surrender any right to provide the other party with all information that either party may be required claim a refund of Taxes, consent to report pursuant to Section 6043 any extension or waiver of the Code and all Treasury Department Regulations promulgated thereunderlimitation period applicable to any Tax claim or assessment relating to the Company or any Subsidiary, enter into any closing agreement, settle or compromise any federal, state, local or foreign Tax Liability or claim regarding the Company or any of its assets, or make or change any Tax election with respect to any Tax period, in each case that may result in any increased Tax Liability of, or loss of Tax benefits by the Company or, after the Closing, Parent, the Surviving Corporation or any Subsidiary. Following the Closing, except to the extent required by any applicable Law, Parent shall not, nor shall it permit the Surviving Corporation or any Subsidiary to, amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Company or any Subsidiary with respect to any taxable period ending on or before the Closing Date or with respect to any Straddle Period without the prior written consent of the Stockholder’s Representative if such amendment, modification or change could reasonably be expected to give rise to an indemnification claim under Section 6.8 or ARTICLE VIII. (ivc) Transferor agrees that promptly To the extent applicable, the Company shall cause all Tax-sharing agreements or similar agreements with respect to or involving the Company or any Subsidiary to be terminated on or before the Closing Date, and after the Closing Date, he will prepare and the Surviving Corporation shall not be bound thereby or have any Liability thereunder. (d) To the extent applicable, upon request by Parent, the parties hereto shall provide each other with the necessary information permitting such other party to file any a report as may be required S Corporation federal and state tax returns for Target for pursuant to Code § 6043 or § 6043A, or the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) belowTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) North American, Target Each Contributor Party will (and Transferor shall will cause its Affiliates to) cooperate fully, fully as and to the extent reasonably requested by the other party, Acquiror in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation inquiry, examination or other proceeding Proceeding with respect to TaxesTaxes imposed on or with respect to the assets, operations or activities of the Company (each a “Tax Proceeding”). Such cooperation shall will include (A) the retention and (upon the other party's Acquiror’s reasonable request) the provision of records all documents and other information which are reasonably relevant to any such Tax Return or Tax Proceeding, (B) in connection with any Tax Proceeding for a Pre-Closing Tax Period or a Straddle Period that results in an imputed underpayment described in Section 6225 of the Code (or any corresponding or similar provision of applicable U.S. state or local Tax Law), if requested by Acquiror, causing the associated Taxes (including penalties and interest) to be allocated to those persons to whom such imputed underpayment is attributable, including by causing to be made an election described in Section 6226 of the Code (or any corresponding or similar provision of applicable U.S. state or local Tax Law) and (C) making employees, representatives and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (ii) Each Contributor Party will (and will cause its Affiliates to) cooperate fully as and to the extent reasonably requested by Acquiror in connection with any audit, litigation inquiry, examination or other proceeding Proceeding with respect to any Taxes imposed on or with respect to the assets, operations or activities of Acquiror. Such cooperation will include (A) the retention and (upon Acquiror’s reasonable request) the provision of all documents and other information which are reasonably relevant to any such Proceeding and (B) making employees employees, representatives and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor agree (A) to retain all books and records with respect to If any Tax matters pertinent to Target relating to any taxable period beginning before the audit, inquiry, examination or other Proceeding of Acquiror for a Pre-Closing Date until the expiration Tax Period or a Straddle Period results in an imputed underpayment described in Section 6225 of the statute Code (or any corresponding or similar provision of limitations (andapplicable U.S. state or local Tax Law), to unless Acquiror Parent reasonably determines that it would not be in the extent notified by North American or Transferorbest interests of Acquiror Parent and its stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Acquiror shall use reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority cause the associated Taxes (including penalties and interest) to be allocated to those persons to whom such imputed underpayment is attributable, including by causing to be made an election described in Section 6226 of the Code (or any other Person as may be necessary to mitigate, reduce corresponding or eliminate any similar provision of applicable U.S. state or local Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated herebyLaw). (iii) North American and Transferor further agreeAny information obtained by a Party or its Affiliates from another Party or its Affiliates in connection with any Tax matters to which this Agreement applies will be kept confidential, upon request, to provide the other party with all information that either party except as may be required otherwise necessary in connection with the filing of Tax Returns or in conducting any Tax Proceeding or as may otherwise be necessary to report pursuant to Section 6043 enforce the provisions of the Code and all Treasury Department Regulations promulgated thereunderthis Agreement. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North American, Target Acquirer and Transferor the Securityholder Representative shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section Article 9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding proceeding. The Company and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor Acquirer agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Company and its Subsidiaries (including Tax Returns) relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferoranother party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party parties hereto reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American Acquirer and Transferor the Company further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental or Regulatory Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 Acquirer shall not make an election under section 338(g) of the Code and all Treasury Department Regulations promulgated thereunder. with respect to Company Shares acquired by Acquirer pursuant to this Agreement unless (ivi) Transferor agrees that promptly after no later than six months following the Closing Date, he Acquirer determines in good faith upon advice of its tax counsel or other competent tax professional that making the section 338(g) election will prepare and file any required S Corporation federal and state tax returns for Target not cause the Company to be a passive foreign investment company within the meaning of section 1297 of the Code for the period from January 1, 1997 through taxable year that ends on the Closing Date Date, and will pay all applicable Taxes for (ii) 30 days following such determination, Acquirer or the Surviving Corporation provides the Securityholder Representative notice of such determination; provided, however, that periodsuch notice shall be provided to the Securityholder Representative no later than March 15, as more particularly described in Section 10(e) below2011.

Cooperation on Tax Matters. (ia) North American, Target and Transferor shall The parties hereto will cooperate fully, as and to the extent reasonably requested by any other party or the other partyEquinox Financial shareholders, in connection with the filing of Tax Returns tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxesall taxes. Such cooperation shall will include the retention and (upon the any other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Northwest Merger Subsidiary and Transferor Equinox agree (Ai) to retain all books and records with respect to Tax tax matters pertinent to Target Equinox Financial or Equinox relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Equinox Financial or Transferorits shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityRegulatory Authority, and (Bii) to give the other party parties (and Equinox Financial shareholders) reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party any such person so requests, Target Northwest Merger Subsidiary or TransferorEquinox, as the case may be, shall will allow the other party such person to take possession of such books and records. (iib) North American Northwest Bancorp and Transferor Equinox Financial further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Regulatory Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American Northwest Bancorp and Transferor Equinox Financial further agree, upon request, to provide the other party (or Equinox Financial shareholders) with all information that either party such person may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. Compass, the Company and the Shareholders agree to give prompt notice to each other of any proposed adjustment to taxes for any Pre-Closing Taxable Period (i) North Americanas defined in Section 10.13(e)). Compass, Target the Company and Transferor the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 6.9 and any audit, litigation litigation, or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Shareholders agree to control the conduct of any audit, litigation or other proceeding for any Pre-Closing Taxable Period of the Company. The Company and Transferor the Shareholders further agree to cause the Company (Ai) to retain all books and records with respect to Tax tax matters pertinent relevant to Target the Company relating to any taxable period beginning before the Pre-Closing Date Taxable Period until the expiration of the statute of limitations (and, to the extent notified by North American Compass or Transferorthe Shareholders, any extensions thereof) of the respective taxable periodsPre-Closing Taxable Periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Company or Transferorthe Shareholders, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American . Compass and Transferor the Shareholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North American, Target and Transferor shall The parties hereto will cooperate fully, as and to the extent reasonably requested by any other party or the other partyGreensburg Bancshares shareholders, in connection with the filing of Tax Returns tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxesall taxes. Such cooperation shall will include the retention and (upon the any other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target First Guaranty Merger Subsidiary and Transferor Greensburg agree (Ai) to retain all books and records with respect to Tax tax matters pertinent to Target Greensburg Bancshares or Greensburg relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Greensburg Bancshares or Transferorits shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityRegulatory Authority, and (Bii) to give the other party parties (and Greensburg Bancshares shareholders) reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party any such person so requests, Target First Guaranty Merger Subsidiary or TransferorGreensburg, as the case may be, shall will allow the other party such person to take possession of such books and records. (iib) North American First Guaranty Bancshares and Transferor Greensburg Bancshares further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Regulatory Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American First Guaranty Bancshares and Transferor Greensburg Bancshares further agree, upon request, to provide the other party (or Greensburg Bancshares shareholders) with all information that either party such person may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (a) The Purchaser, on the one hand, and the Representative (on behalf of the Stockholders and Optionholders), on the other hand, and their respective Affiliates shall cooperate in (i) North Americanthe preparation of all Tax Returns for any Tax periods and (ii) the conduct of any Tax Proceeding, Target and Transferor for which one (1) party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall cooperate fullyinclude, as and but not be limited to, furnishing prior years’ Tax Returns of the Company or its Subsidiaries or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such party’s possession requested by the other party, in connection with party as is relevant to the filing preparation of the Tax Returns pursuant to this Section and any audit, litigation of the Company or other proceeding with respect to Taxesits Subsidiaries or the conduct of the Tax Proceeding. Such cooperation and information also shall include the retention making employees and (upon the representatives available for discussion of such Tax matters and promptly forwarding copies of appropriate notices and forms or other party's request) the provision of records and information which are reasonably relevant communications received from or sent to any such auditGovernmental Body which relate to the Surviving Corporation, litigation the Company or any Subsidiary, and providing copies of all relevant Tax Returns of the Company or its Subsidiaries, together with accompanying schedules and related workpapers, documents relating to rulings or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of determinations by any material provided hereunder. Target and Transferor agree (A) to retain all books Governmental Body and records with respect to Tax matters pertinent to Target relating to any taxable period beginning before concerning the Closing Date until ownership and tax basis of property, which the expiration of requested party may possess. The Purchaser and the statute of limitations (and, to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American and Transferor Representative further agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental Tax authority or any other Person to take any other action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on any party (including, but not limited to, including with respect to the transactions contemplated herebyby this Agreement). (iiib) North American and Transferor further agreeAt its election, upon requestthe Representative shall control any Tax Proceeding for which the Purchaser, to provide the other party with all information that either party Company, the Surviving Corporation or any of the Subsidiaries may be required to report indemnified pursuant to Section 6043 11.01 or this Agreement or that is with respect to a period with respect to which a Pre-Closing Flow-Through Tax Return was or should have been filed. The Purchaser shall control all other Tax Proceedings with respect to the Surviving Corporation, the Company or any Subsidiary. Other than with respect to any Tax Proceeding relating to a period with respect to which a Pre-Closing Flow-Through Tax Return was or should have been filed, which, for the avoidance of doubt, shall be in the Representative’s sole control, the Representative shall consult with the Purchaser regarding any Tax Proceeding with respect to the Surviving Corporation, the Company or any Subsidiary, provide the Purchaser with information and documents related thereto, permit the Purchaser or its representative to attend any such Tax Proceeding, and not settle any such issue without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that the Representative does not elect to control a Tax Proceeding for which the Purchaser could assert a claim pursuant to Section 11.01 or this Agreement, the Purchaser shall consult with the Representative regarding any Tax Proceeding with respect to the Surviving Corporation, the Company or any Subsidiary that includes any item the adjustment of which would cause any Stockholder or Optionholder to become obligated to make any payment pursuant to Section 11.01 or this Agreement, provide the Representative with information and documents related thereto, permit the Representative or its representative to attend any such Tax Proceeding, and not settle any such issue without the consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed). (c) If the Purchaser elects to file an election under Section 338(h)(10) of the Code with respect to the Merger, the Stockholders covenant and agree to join with the Purchaser as necessary to make an election pursuant to Section 338(h)(10) of the Code (and any comparable election under state, local or foreign law) (the “Section 338(h)(10) Election”), to execute any and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Datedocuments, he will prepare take all actions, and file any required S Corporation federal and state tax returns for Target for such forms (including IRS Form 8023) as necessary to effectuate the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.338(h)(10)

Cooperation on Tax Matters. (i) North AmericanBuyer and Seller agree to furnish or cause to be furnished to each other, Target and Transferor shall cooperate fullyupon request, as promptly as practicable, such information and assistance relating to the extent Companies (including access to books and records) as is reasonably requested by the other party, in connection with necessary for the filing of all Tax Returns pursuant to this Section and (including any auditCIR Return), litigation the making of any election or other proceeding with respect claim relating to Taxes. Such cooperation shall include , the retention and (upon preparation for any audit or Tax Action by any Taxing Authority, the other party's request) the provision prosecution or defense of records and information which are reasonably relevant any claim, suit or proceeding relating to any such auditTax (whether or not a primary liability of a Company), litigation or other proceeding and/or any Group Relief referred to in Section 7.11. Buyer and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target and Transferor agree (A) to Seller shall each retain all books and records with respect to Tax matters pertinent Taxes pertaining to Target the Companies for the applicable statute of limitations. Buyer and Seller shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Companies. Notwithstanding the foregoing or anything to the contrary herein, Seller shall not be required to provide Buyer with any taxable period beginning before the Closing Date until the expiration right to access or to review any Tax Return or Tax work papers of the statute Seller, any Seller Group or any Affiliate of limitations (andSeller, or to transfer to Buyer any books, records or information to the extent notified by North American such books, records or Transferorinformation related to Combined Taxes or to provide any notice to Buyer with respect to such Tax Returns or Tax workpapers; provided, that, in any extensions thereof) case where Seller would otherwise be required to provide any right to access or review information relating to a Company that forms part of a Combined Return, Seller shall provide excerpts from that Combined Return that relate specifically to the respective taxable periodsCompanies, and Seller shall be entitled to abide by all record retention agreements entered into with redact any taxing authoritycommercially sensitive information related to Combined Taxes or the Retained Seller Group. Buyer and Seller further agree, and agree to cause their respective Affiliates (B) to give the other party reasonable written notice prior to transferringincluding, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as in the case may beof Buyer, shall allow the other party to take possession of such books and records. (iiCompanies after the Closing Date) North American and Transferor further agreeto, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or customer of any Company or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could would otherwise (or might reasonably be expected to otherwise) be imposed (including, but not limited to, including with respect to the transactions contemplated hereby) on any Company or (to the extent relevant to any transactions contemplated hereby) Seller (or Affiliate of Seller) or Buyer (or Affiliate of Buyer). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanBuyer and Seller shall, Target and Transferor shall cooperate fullycause their respective Affiliates (including, in the case of Buyer, the Companies after the Closing Date) to, provide to the other party such cooperation and information, as and to the extent reasonably requested by the other partyrequested, in connection with the preparing, reviewing and filing of any Tax Return, amended Tax Return or claim for refund, determining liabilities for Taxes or a right to refund of Taxes, or in conducting any audit or other action with respect to Taxes in each case as they relate to any of the Companies. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Authorities relating to Taxes, and relevant records concerning the ownership and Tax basis of property, which any such party may possess and is reasonably requested by the other party and reasonably necessary in connection with the preparation of Tax Returns pursuant to this Section and or the conduct of any audit, litigation audit or other proceeding with respect to TaxesTax claim. Such The party requesting such cooperation shall include will pay the retention and (upon reasonable out-of-pocket expenses of the other party's request) the provision of . Each party will retain all Tax Returns, schedules, work papers, and all material records and information which are reasonably relevant other documents relating to any Tax matters of the Companies for the Tax period first ending after the Closing Date and for all prior Tax periods through the expiration of the applicable statute of limitations (without extension) for such auditTax Returns. Thereafter, litigation the party holding such Tax Returns or other proceeding documents may dispose of them provided that such party shall give to the other party thirty (30) days written notice of such disposal and making the opportunity to copy (at such other party’s cost) such Tax Returns or other documents. Each party shall make its employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderdocuments or information so provided. Target and Transferor agree (A) Notwithstanding the foregoing or anything to retain all books and the contrary herein, Seller shall not be required to provide Buyer any right to access or to review any Tax Return or Tax work papers of Seller, any Seller Group or any Affiliate of Seller, or to transfer to Buyer any books, records or information to the extent they relate to Combined Taxes or to provide any notice to Buyer with respect to such Tax matters pertinent to Target relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, Returns or Tax work papers to the extent notified by North American or Transferor, any extensions thereof) of the respective taxable periodsthey relate to Combined Taxes. Buyer and Seller further agree, and agree to abide by all record retention agreements entered into with any taxing authoritycause their respective Affiliates (including, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as in the case may beof Buyer, shall allow the other party to take possession of such books and records. (ii) North American and Transferor further agreeCompanies after the Closing Date), to, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority 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, but not limited to, including with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanParent, Target the Company and Transferor its Subsidiaries and the Stockholders’ Committee shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 6.12 and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Parent and Transferor the Company agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Company and its Subsidiaries relating to any taxable period beginning before the Pre-Closing Date Tax Period until the expiration of the statute of limitations (and, to the extent notified by North American or Transferor, including any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (B) to give the other party Stockholders’ Committee reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Stockholders’ Committee so requests, Target Parent or Transferor, as the case may be, Company and its Subsidiaries shall allow the other party Stockholders’ Committee to take possession of such books and records. Parent, the Company and the Subsidiaries shall provide the Stockholders’ Committee and its designated representatives with such documents as are reasonably requested by the Stockholders’ Committee to carry out the intent of this Section 6.12. (ii) North American Parent and Transferor further the Stockholders’ Committee agree, upon request, to use their best commercially reasonable efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, including with respect to the transactions contemplated herebyContemplated Transactions). (iii) North American and Transferor further agree, upon request, to provide The party requesting such cooperation will pay the reasonable out-of-pocket expenses of the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunderparties. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. Sterling and Xxxxxxx X. Xxxx as the representative of the Shareholders (i"Shareholder Representative") North American, Target agree to give prompt notice to each other of any proposed adjustment to Taxes for any Pre-Closing Taxable Period. Sterling and Transferor the Shareholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.23 and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Shareholder Representative agrees to control the conduct of any audit, litigation or other proceeding for any Pre-Closing Taxable Period of the Company and Transferor to keep Sterling apprised of all material developments with respect to any such audit, litigation or other proceeding. The Shareholder Representative, the Company and its Subsidiaries and Sterling agree (Ai) to retain all books and records with respect to Tax matters pertinent relevant to Target the Company relating to any taxable period beginning before the Pre-Closing Date Taxable Period until the expiration of the statute of limitations (and, to the extent notified by North American Sterling or Transferorthe Shareholder Representative, any extensions thereof) of the respective taxable periodsPre-Closing Taxable Periods, and to abide by all record retention agreements entered into with any taxing 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, Target the Company or Transferorthe Shareholder Representative, as the case may be, shall allow the other party to take possession of such books and records. (ii) North American . Sterling and Transferor the Shareholder Representative further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanAMHC, Target EHI and Transferor the EHI Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target AMHC, EHI and Transferor the EHI Stockholders agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target EHI relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American AMHC or Transferorthe EHI Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target AMHC or Transferorthe EHI Stockholders, as the case may be, shall allow the other party to take possession of such books and records. (i) AMHC shall keep the EHI Stockholders advised as to the status of Tax audits and litigation involving any Taxes which could give rise to a liability of the EHI Stockholders to AMHC under this agreement or which could give rise to additional Tax liability of any EHI Stockholder with respect to any Tax period ending on or before the Effective Time (a "Liability Issue"). AMHC shall promptly furnish to the EHI Stockholders copies of any inquires or requests for information from any taxing authority concerning any Liability Issue. AMHC shall notify the EHI Stockholders as to which inquiries or information requests it desires to monitor and with respect to such matters, the EHI Stockholders will submit for AMHC approval (which shall not be unreasonably withheld) the information to be provided to a taxing authority in response to inquiries or requests. The EHI Stockholders agree to timely notify AMHC regarding any proposed written communication (i.e., communications not relating to inquiries or requests for information) by the EHI Stockholders to any such taxing authority with respect to such Liability Issue and AMHC shall subsequently notify the EHI Stockholders as to which Liability Issues AMHC desires to monitor. Upon request by AMHC, the EHI Stockholders shall provide copies of such written communications and documents to be submitted therewith and receive approval from AMHC (which approval shall not be unreasonably withheld and shall be given on a timely basis) prior to submission to the taxing authority. AMHC shall have the right to consult with the EHI Stockholders regarding any response to such requests. AMHC and the EHI Stockholders, as the case may be, shall each promptly furnish to the other upon receipt a copy of information document requests, a notice of proposed adjustment, revenue agent's report or similar report or notice of deficiency together with all relevant documents and memos related to the foregoing documents, notices or reports, relating to any Liability Issue. (ii) North American Subject to the cooperation provisions of (i) above, AMHC shall have full responsibility for and Transferor further agreediscretion in handling any Tax controversy, upon requestincluding, without limitation, an audit, a protest to use their best efforts to obtain any certificate or other document from any governmental authority the Appeals Division of the IRS, and litigation in Tax Court or any other Person as may be necessary court of competent jurisdiction (a "Proceeding") involving EHI. However, upon request by the EHI Stockholders, and subject to mitigatethe cooperation provision of (i) above, reduce or eliminate the EHI Stockholders shall have full responsibility and discretion in handling, at the EHI Stockholders' expense, any Tax that could be imposed (including, but not limited to, Proceeding with respect to any Liability Issue. In the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information event that either party may be EHI or AMHC is required to report pursuant pay any Tax, file any bond or deposit any amount in order to Section 6043 undertake a Proceeding relating to a Liability Issue, the EHI Stockholders shall pay to AMHC no later than three (3) business days before such payment is required to be made, without interest and until a final determination with respect to such Tax has occurred, one hundred percent of the Code and all Treasury Department Regulations promulgated thereunderamount required to be paid by EHI or AMHC. Within three (3) business days of the receipt received by AMHC of a refund of any amount paid to it by the EHI Stockholders (including any interest received by AMHC), AMHC shall pay such refunded amount to the EHI Stockholders net of any Tax cost incurred by EHI as a result of such refund. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanBlackbaud, Target the Company, each Subsidiary and Transferor the Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, fully in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to TaxesTaxes for any earlier taxable period of the Company or any Subsidiary. Such cooperation shall include the retention and (upon the other another party's ’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, to the extent reasonably available to such party. Target and Transferor agree Blackbaud agrees (Ai) to retain all books and records with respect to Tax matters pertinent to Target the Company and each Subsidiary relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American or Transferorthe Stockholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, Governmental Entity and (Bii) to give the other party Stockholder Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Stockholder Representative so requests, Target or Transferor, as the case may be, shall to allow the other party Stockholder Representative to take possession of such books and records. (ii) North American . Unless required by applicable Law, Blackbaud will not, and Transferor further agreeBlackbaud will ensure that the Company does not, upon requestafter Closing, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate submit any Tax that could be imposed (including, but not limited to, Return concerning the Company or enter into any correspondence with respect any Taxation Authority relating to a Pre-Closing Tax Period or a Straddle Tax Period in relation to the transactions contemplated hereby)Company which would lead to increased Tax Liability on the part of a Stockholder. (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North American, Target The Surviving Trust and Transferor its Subsidiaries and the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 10.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's ’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Surviving Trust and Transferor its Subsidiaries and the Shareholders agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Surviving Trust and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American the Surviving Trust or Transferorthe Shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Surviving Trust and its Subsidiaries or Transferorthe Shareholders, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American The Company and Transferor the Shareholders further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American and Transferor further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanEach Seller Party, Target the Seller Representative and Transferor Purchaser shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section and the conduct of any audit, litigation Action or other proceeding with respect to TaxesTaxes of the Company and its Subsidiaries. Such cooperation shall include the retention and (upon the other party's Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return, audit, litigation Action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Each Seller Party and Transferor agree the Seller Representative shall (A) to retain all books and records with respect to Tax matters pertinent to Target the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American the Company or TransferorPurchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements Contracts entered into with any taxing authority, and (B) to give the other party Purchaser reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Purchaser so requests, Target any Seller Party or Transferorthe Seller Representative, as the case may be, shall allow the other party Purchaser to take possession of such books and records. (ii) North American and Transferor further agree. The Seller Representative shall, upon requeston or before October 9, 2020, submit, or cause to be submitted, to use their best efforts the IRS a Form 8869 and a Form 8832 for PersonfilRx in accordance with Revenue Procedure 2013-30 and Revenue Procedure 2009-41, respectively, and in each case in the form agreed to obtain by the Parties immediately prior to Closing, (the filing of such Forms together with any certificate additional actions reasonably required to be taken to confirm the entity classification for U.S. federal income (and any applicable state and local income) tax purposes of PersonfilRx as represented in Section 5.9(s), collectively the “Administrative Relief”). Each member of the Seller Parties agrees to supply any information, execute any consents or other document from affidavits, and fulfill any governmental authority conditions imposed by the IRS for the issuance of the Administrative Relief and shall truthfully make all the representations required to be made to the IRS in order to support the Administrative Relief request. Purchaser shall control any interaction with the IRS or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect tasks relating to the transactions contemplated herebyAdministrative Relief; provided, that prior to submitting any written materials (other than the IRS Form 8869 and IRS Form 8832 described in this Section 7.2(a). (iii) North American to the IRS or otherwise communicating with the IRS regarding the Administrative Relief, Purchaser and Transferor further agree, upon request, to its counsel shall consult with the Seller Representative and shall provide the other party Seller Representative with all information that either party may the opportunity to review and comment on any written materials to be required submitted to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunderIRS. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanBuyer, Target Seller and Transferor Citizens shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any tax audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target Buyer and Transferor Seller agree (Ai) to retain all books and records with respect to Tax matters pertinent to Target Citizens relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Buyer or TransferorSeller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (Bii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target or Transferor, as the case may be, shall allow the other party to take possession of such books and records. Any information obtained pursuant to this section or pursuant to any other section in this Agreement providing for the sharing of information shall be kept confidential by the parties hereto. On or before the Closing Date, Seller shall furnish Buyer with copies of all Tax Returns that have been filed by Citizens or the NUG Subsidiaries with respect to those entities or their respective assets. (iib) North American Buyer and Transferor Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American Buyer and Transferor Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section Code (S) 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (i) North AmericanThe Purchaser, Target the Company and Transferor the Company Subsidiaries, and Spray Ventures shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company and Transferor the Company Subsidiaries and Spray Ventures agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Company and the Company Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American the Purchaser or TransferorSpray Ventures, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party Party so requests, Target the Company and the Company Subsidiaries or TransferorSpray Ventures, as the case may be, shall allow the other party Party to take possession of such books and records. (ii) North American The Purchaser and Transferor Spray Ventures further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) North American The Purchaser and Transferor Spray Ventures further agree, upon request, to provide the other party Party with all information that either party Party may be required to report pursuant to Section 6043 of the Internal Revenue Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.

Cooperation on Tax Matters. (ia) North AmericanPurchaser, Target the Company and Transferor the Subsidiaries and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Target The Company and Transferor the Subsidiaries and the Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to Target the Company and the Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by North American Purchaser or TransferorSellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Target the Company and the Subsidiaries or TransferorSellers, as the case may be, shall allow the other party to take possession of such books and records. (iib) North American Purchaser and Transferor the Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iiic) North American Purchaser and Transferor the Sellers further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) Transferor agrees that promptly after the Closing Date, he will prepare and file any required S Corporation federal and state tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for that period, as more particularly described in Section 10(e) below.