Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. The parties shall, and shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the other, in connection with the preparation, execution and filing of Tax Returns of or with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company Subsidiary. Such cooperation shall include access to records and information which are reasonably relevant to any such Tax Return or Audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, (a) retain all Books and Records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations, (b) abide by all record retention agreements entered into with any Governmental Entity, and (c) give the other party ninety (90) days’ written notice prior to transferring, destroying or discarding any such Books and Records and, if the other party so requests, Buyer or Seller shall, and shall cause their respective Subsidiaries to, allow the other to take possession of such Books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member).

Cooperation on Tax Matters. The parties shallBuyer Parties and the Acquired Subsidiary, on one hand, and Sellers, on the other hand, shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the other, in connection with the preparation, execution and filing of Tax Returns relating to the Business and in connection with the conduct of any audit, litigation or other proceeding with respect to Taxes; provided, however, that such requested cooperation shall not unreasonably interfere with the Company and the Company Subsidiaries and any Audit with respect to Taxes normal operations of the Company or a Company Subsidiaryparty from whom such cooperation is requested. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallBuyer Parties, the Acquired Companies and shall cause their respective Subsidiaries to, Sellers agree (aA) to retain all Books and Records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Business relating to any Pre-Tax period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Parent or ICO, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental EntityTaxing authority, and (cB) to give the other party ninety (90) days’ parties reasonable written notice prior to transferring, destroying or discarding any such Books and Records and, if the other party so requests, the Buyer or Seller shallParties and the Acquired Subsidiary, on one hand, and Sellers, on the other hand, as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member).

Cooperation on Tax Matters. The parties shallTrustee, on behalf of the ESOP, and Purchaser shall reasonably cooperate, and shall use commercially reasonable efforts to cause their respective Subsidiaries to, cooperate fully, as Affiliates and Representatives to the extent reasonably requested by the othercooperate, in connection with the preparation, execution preparing and filing of all Tax Returns of or and in resolving all disputes and audits relating to Taxes with respect to the Company and the Company Subsidiaries and all Tax periods (including any Audit with respect to Taxes of the Company or a Company SubsidiaryTax Claims). Such cooperation shall include access maintaining and making available to each other all relevant records relating to Taxes, and information which are reasonably relevant to any such Tax Return or Audit, making employees available on a mutually convenient basis to provide additional information and or explanation of any material provided hereunder and executing powers of attorneyunder this Section 6.12(f), to testify at any proceeding relating to Taxes or to execute Tax Returns. The parties shallTrustee, on behalf of the ESOP, and shall cause their respective Subsidiaries to, Purchaser agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries its Subsidiary relating to any Pre-Tax period beginning before the Closing Tax Period Xxxx until the expiration of the applicable statute of limitations, limitations (bas may be extended) has expired and to abide by all record retention agreements entered into with any Governmental EntityAuthority; (ii) to allow the other parties hereto and their respective Representatives at times and dates mutually acceptable to such parties, to inspect, review and make copies of such records as any such party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours at such party’s expense; and (ciii) to give the other party ninety (90) days’ parties hereto reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the any other party hereto so requests, Buyer or Seller shall, and shall cause their respective Subsidiaries to, to allow the other such party to take lake possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallBuyer, Seller, the Transferred Companies and their Subsidiaries shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherBuyer or Seller, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Article X and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, Seller agree (a) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Transferred Companies and the Company their Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Transferred Companies or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cb) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Transferred Companies and their Subsidiaries or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallBuyer, the Company Group, Sellers and Sellers’ Representative shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of and any audit, litigation or other Proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation, or Audit, other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer, the Company Group and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, Sellers agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Group relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer Buyer, the Company Group or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Recordsrecords. Notwithstanding anything Buyer and Sellers further agree, upon request, to use their reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shallPurchaser, the Companies and the Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, at the expense of the requesting party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 5.4 and any audit, Action or Proceeding, with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, Action or Audit, Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Companies and shall cause their respective Subsidiaries to, the Seller agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Companies relating to any Pre-Closing Tax Period (or portion of any period on or before the Closing Date) until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Purchaser or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Companies or Seller shallthe Seller, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallPurchaser, the Companies and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 9.4 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Purchaser, the Companies and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, Sellers agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Purchaser or any of Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Companies or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties Parent and the Stockholders shall, and the parties shall cause their respective Subsidiaries the Company to, cooperate fullycooperate, as and to the extent reasonably requested by the otherother parties, in connection with the preparation, execution and filing of Tax Returns of and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to include, (A) the retention and (upon another party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit or Auditlitigation, (B) directing any holder, professional firm, accountant, or other Person in possession of any records, materials, work papers which may be relevant to Parent in respect of any audit, compliance matter, or other reason to provide Parent direct access to, and possession of, all such materials, work papers, records, memos, files, and the like, or (C) making employees officers, accountants, or other representatives reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallStockholders and Parent agree, and shall cause their respective Subsidiaries to, the Company (aA) to retain all Books books and Records records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Parent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer Parent or Seller the Stockholders, as the case may be, shall, and shall cause their respective Subsidiaries the Company to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall(1) Buyer, Holdings and each of the Subsidiaries and Owners shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this SECTION 5.5 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Holdings and executing powers each of attorney. The parties shall, the Subsidiaries and shall cause their respective Subsidiaries to, Owners agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to Holdings and each of the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Buyer or Owners, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityTax authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer Holdings and each of the Subsidiaries or Seller shallOwners, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (2) Buyer and Owners 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shallPurchaser, the Company and the Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, at the expense of the requesting party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 5.4 and any audit, Action or Proceeding, with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, Action or Audit, Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective Subsidiaries to, the Sellers agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period (or portion of any period on or before the Closing Date) until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Purchaser or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company or Seller shallthe Sellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall(i) Buyer, Company (and its Subsidiaries) and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Company (and executing powers of attorney. The parties shall, its Subsidiaries) and shall cause their respective Subsidiaries to, Sellers agree: (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company (and the Company Subsidiaries its Subsidiaries) relating to any Pre-taxable period beginning before the IPO Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity, taxing authority; and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer Company (and its Subsidiaries) or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Taxes that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Buyer, the Company and its Subsidiaries and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherone another, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective its Subsidiaries to, and Seller agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company and its Subsidiaries, or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Buyer, Sellers and shall cause their respective Subsidiaries to, subsidiaries shall cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this SECTION 6.3 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available without charge on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Sellers, the Acquired Companies and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, Buyers agree (ax) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Acquired Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityAuthority, and (cy) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Acquired Companies or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and Sellers further agree, upon request, to use their Best Efforts to obtain any certificate or other document from any Governmental Authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(a) Primary Purchaser, Televisa HoldCo and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to Section 9.1 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees or officers available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Primary Purchaser and executing powers of attorney. The parties shall, and Sellers each shall cause their respective Subsidiaries to, Televisa HoldCo: (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Televisa HoldCo and the Company Subsidiaries their subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Primary Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ Primary Purchaser and Sellers reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if to the other extent requested by Primary Purchaser or Sellers, as the case may be, to allow any such requesting party so requests, Buyer or Seller shall, and shall cause their respective Subsidiaries to, allow the other to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall(A) Buyer, each member of the Stock Group, Seller and each Stock Selling Subsidiary and Asset Subsidiary shall cause their respective Subsidiaries to, cooperate fullyprovide the other with such material and relevant information, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of or with respect pursuant to the Company and the Company Subsidiaries this Section and any Audit audit, litigation or other proceeding with respect to Taxes imposed on Buyer, Seller, any Subsidiary or any entity affiliated with any of the Company or a Company Subsidiaryforegoing. Such cooperation shall include access to the retention and (upon the other party's request, at the other party's cost and expense and at the time and place mutually agreed upon by the parties) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder, to the extent such information and/or explanation is readily available and executing powers within the control of attorneythe party to which such request is made. The parties shallresponsibility to retain records and information shall include the responsibility to (I) retain such records and information as are required to be retained by any applicable Tax authority and (II) retain such records and information in machine-readable format where appropriate (to the extent such records and information are in such format as of the Closing Date) such that the requesting party shall be able to readily access such records and information. Each of the members of the Stock Group, Buyer, Seller, and shall cause their respective Subsidiaries to, each Stock Selling Subsidiary and Asset Subsidiary agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to each of the Company and members of the Company Subsidiaries Stock Group, relating to any Pre-Taxable Period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitations, limitations (b) abide by all record retention agreements entered into with any Governmental Entity, and (c) give the other party ninety (90) days’ written notice prior to transferring, destroying or discarding any such Books and Records and, if to the other party so requests, extent notified by Buyer or Seller shall, and shall cause their respective Subsidiaries to, allow the other to take possession of such Books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing DateSeller, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member).extensions

Cooperation on Tax Matters. The parties shall(a) Buyer, the Company and the Sellers shall cause their respective Subsidiaries to, cooperate fullycooperate, as and to the extent reasonably requested by the otherany other party, in connection with the preparation, execution and filing of Tax Returns of or with respect to the Company and the Company Subsidiaries and any Audit audit, litigation or other proceeding with respect to Taxes of the Company or a Company Subsidiarypursuant to this Section 6. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees or representatives available on a mutually convenient basis to provide additional information and explanation of any material materials provided hereunder and executing powers of attorneyhereunder. The parties shall, and Company (after the Closing) shall cause their respective Subsidiaries to, (ai) retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations for the respective taxable periods, (b) and to abide by all record retention agreements entered into with any Governmental Entity, taxing authority and (cii) give the other party ninety (90) days’ Sellers' Rep reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Sellers' Rep so requestsdirects in writing, Buyer or Seller shall, and the Company shall cause their respective Subsidiaries to, allow the other Sellers' Rep to take possession of such Books books and Records. Notwithstanding anything records. (b) Each of Buyer and the Sellers shall, upon request from the other party, use reasonable best efforts to obtain any certificate or other document from any governmental authority or other Person as may be necessary to mitigate, reduce, defer or eliminate any Tax that could be imposed (including, but not limited to, any with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Buyer, the Company and its Subsidiaries, the Sellers and the Representative shall cause at their respective Subsidiaries to, own cost cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, the Sellers agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company or any of its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Buyer or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, the Buyer or Seller shallthe Sellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and the Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any government 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. (i) The parties shall, Buyer and the Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallBuyer and the Sellers agree, and or shall cause their respective Subsidiaries tothe Target and its Subsidiaries, (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Target and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Target and its Subsidiaries or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall, (a) Buyer and its Related Persons and Seller and its Related Persons shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to Section 8.3 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer (and executing powers of attorney. The parties shall, and Buyer shall cause their respective Subsidiaries to, the Companies) and Seller agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Seller and Buyer or Seller shallshall cause the Companies to, as the case may be, and shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything records. (b) Buyer and Seller further agree, upon request, to use their reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Parent, the Company and its Subsidiaries, and the Company Stockholder shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this §5.07 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Company and executing powers of attorney. The parties shall, its Subsidiaries and shall cause their respective Subsidiaries to, the Company Stockholder agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Parent or the Company Stockholder, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company and its Subsidiaries or Seller shallthe Company Stockholder, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Parent and the Company Stockholder 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shallBuyer, each of the Group Companies and their Subsidiaries, and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation, or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Each of the Group Companies and executing powers of attorney. The parties shalltheir Subsidiaries, Sellers, and shall cause their respective Subsidiaries to, Buyer agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Group Companies and the Company their Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer each of the Group Companies and their Subsidiaries or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party, at the expense of such party, to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall(1) Buyer, NLS and each of the Subsidiaries and Parent and Owner shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of returns pursuant to this SECTION 5.5 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. NLS and executing powers each of attorney. The parties shall, the Subsidiaries and shall cause their respective Subsidiaries to, Owner agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to NLS and each of the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Buyer or Owner, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityTax authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer NLS and each of the Subsidiaries or Seller shallOwner, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (2) Buyer, Parent and Owner further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Entity or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shallPurchaser, the Company, and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 6.7 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallparty that is liable for the payment of any Taxes under this Agreement shall control such audit, litigation or other proceeding with respect to such Taxes and shall cause their respective Subsidiaries tocontrol the decision as to any settlement. Such party shall also pay all costs and expenses in connection with such audit, litigation or other proceeding (aincluding any cost of cooperation of the other party). The Company and Sellers agree (i) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Subsidiary relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall(i) Buyer, the Company and its Subsidiaries and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 16.6 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective its Subsidiaries to, and Seller agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityAuthority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company and its Subsidiaries or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and Seller further agree, upon request, to use their reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in transactions contemplated under this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member).

Cooperation on Tax Matters. The parties shallBuyer, the Companies and the Sole Stockholder shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 6.12 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Companies and shall cause their respective Subsidiaries to, the Sole Stockholder agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or the Sole Stockholder, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Companies or Seller shallthe Sole Stockholder, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallBuyer, the Company and its Subsidiaries, and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to Section 8.3 above and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective its Subsidiaries to, and Seller agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ written Party reasonable notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer the Company and its Subsidiaries or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall, (a) Buyer and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns pursuant to Section 4.1 hereof (it being understood that the expense of such cooperation shall be borne by Seller) and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company Subsidiarytaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, making employees available on a mutually convenient basis to provide other proceeding and providing additional information and explanation of any material provided hereunder hereunder. Buyer and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, Seller agree (ai) to retain all Books books and Records records with respect to Tax tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period taxable period beginning before the date hereof until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Buy or Seller shallthe Seller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (b) Buyer and Seller further agree, upon request (and at the expense of the requesting party), to use their reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Parent, the Company and its Subsidiaries and the Stockholders shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective its Subsidiaries to, and the Stockholders agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Parent or the Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company and its Subsidiaries or Seller shallthe Stockholders, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Parent and the 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 as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. (i) The parties shall, and hereto shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of or with respect pursuant to the Company and the Company Subsidiaries Section 12.3(c) above and any Audit audit, litigation, or other proceeding with respect to Taxes of relating to the Company or a Company SubsidiaryCompany. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation, or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Buyer and shall the Parent Seller agree (A) to (or cause their respective Subsidiaries the Company to, (a) retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitationslimitations (and, (b) to the extent notified by the Buyer or the Parent Seller, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental EntityTaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying destroying, or discarding any such Books books and Records records and, if the other party so requests, the Buyer or Seller shallthe Parent Seller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) The Buyer and the Parent Seller further agree, upon request, to provide the contrary in this Agreement, Seller shall not other party with all information that any party may be required to provide report pursuant to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)Code Section 6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. The parties shall(a) Purchaser, the Company and its Subsidiaries and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallCompany, its Subsidiaries and shall cause their respective Subsidiaries to, Seller agree (aA) to retain copies of all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer the Company and its Subsidiaries or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything records. (b) Purchaser and 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall, Seller and Purchaser shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 4.3 and any audit, litigation or other proceeding with respect to Taxes; provided, however, that to the Company and extent that such audit, litigation or other proceeding relates to periods ending on or before the Company Subsidiaries and any Audit with respect to Taxes Closing Date or could result in an indemnification obligation of the Company Seller, then the Seller shall have the right to control the defense or a Company Subsidiarysettlement of such audit, litigation or proceeding. Such cooperation shall include access 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 Tax Return or Audit, Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective Subsidiaries to, the Seller agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Affiliated Group relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Purchaser or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityTaxing Authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company or Seller shallthe Seller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallBuyer, the Company, and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of (and any amendments to Tax Returns) and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation, or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallCompany, Sellers, and shall cause their respective Subsidiaries to, Buyers agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Recordsrecords. Notwithstanding anything Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Buyer, the Company and its Subsidiaries, and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 6.2 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer agrees to cause the Company and executing powers of attorney. The parties shall, and shall cause their respective its Subsidiaries to, and Seller agree to, (aA) retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and Sellers further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the contrary in transactions contemplated by this Agreement, Seller shall not be required to provide to any Person, before, on or after Agreement and the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a memberother Transaction Documents).

Cooperation on Tax Matters. The parties shall(a) Purchaser, the Company and the Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherany of them, in connection with the preparation, execution and filing of Tax Returns of and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the requesting Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees (including in the case of the Seller’s, employees of Server Central) available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Purchaser, the Company and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, the Sellers agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Purchaser or either Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity, taxing authority and (cii) to give the other party ninety (90) days’ of such Parties reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party another of such Parties so requests, Buyer the Company or Seller shallthe Sellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other such Party to take possession of such Books books and Records. Notwithstanding anything records. (b) Purchaser and the Seller further agree, upon request, to the contrary in this Agreement, Seller shall not provide each other with all information that either of them may be required to provide report pursuant to any PersonCode Section 6043, beforeSection 6043A, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. The parties shallEach Seller, the Sellers’ Representative and Purchaser shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of or with respect to the Company and the Company Subsidiaries and conduct of any Audit audit, Action or other proceeding with respect to Taxes of the Company or a Company SubsidiaryCompany. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return Return, audit, Action or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Each Seller and executing powers of attorney. The parties shall, and the Sellers’ Representative shall cause their respective Subsidiaries to, (aA) retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Company, Purchaser or the Sellers’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements Contracts entered into with any Governmental Entitytaxing authority, and (cB) give the other party ninety (90) days’ Purchaser reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Purchaser so requests, Buyer any Seller or Seller shallthe Sellers’ Representative, and as the case may be, shall cause their respective Subsidiaries to, allow the other Purchaser to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallPurchaser, Purchaser Guarantor, Seller Guarantor, Sellers and Subsidiaries shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 2.9 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Purchaser, Seller Guarantor, Sellers and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable relevant statute of limitationslimitations (including any extensions thereof) of the respective taxable periods, (b) and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer Purchaser, Seller, Seller Guarantor or Seller shallSubsidiaries, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallParent, the Group Companies, and the Stockholder Representative shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 10.03 and any audit, litigation or other Action with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, 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 and executing powers of attorneyhereunder. The parties shallParent, the Group Companies, and shall cause their respective Subsidiaries to, the Stockholder Representative agree (ai) to retain all Books financial books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Group Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Parent or the Stockholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity, taxing authority and (cii) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books financial books and Records records and, if the other party Party so requests, Buyer the Group Companies or Seller shallthe Stockholder Representative, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books financial books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall(a) Buyer, Sellers and the Business shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Article and any audit, litigation or other Proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer, Sellers and executing powers of attorney. The parties shall, and the Business shall cause their respective Subsidiaries to, (aA) retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Business relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying destroying, or discarding any such Books books and Records records and, if the other party so requests, Buyer or Seller shallBuyer, Sellers and the Business, as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (b) Buyer, Sellers and the Business shall, upon request, use their commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. (i) The parties Buyer and the Seller shall, and the Buyer shall cause their respective Subsidiaries the Subject Companies to, cooperate fully, as and to the extent reasonably requested by the otherother Parties, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 4.12 and any audit, Action or Proceeding, with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, Action or Audit, Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Buyer and shall cause their respective Subsidiaries to, the Seller agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Subject Companies relating to any Pre-taxable period beginning before the relevant Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer the Subject Companies or Seller shallthe Seller, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything records. (ii) The Buyer and the Seller further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Government Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a memberTransactions).

Cooperation on Tax Matters. The parties shall(1) Buyer, the Companies and their Subsidiaries (if any) and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 3.5 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Each of the Companies and executing powers of attorney. The parties shall, and shall cause their respective its Subsidiaries to, agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Companies and the Company their respective Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Companies and its Subsidiaries or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (2) Buyer and 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shallParent, the Blockers, the Group Companies, and the Representative shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 10.03 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, 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 and executing powers of attorneyhereunder. The parties shallParent, the Group Companies, and shall cause their respective Subsidiaries to, the Representative agree (ai) to retain all Books financial books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Group Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Parent or the Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books financial books and Records records and, if the other party Party so requests, Buyer the Group Companies or Seller shallthe Representative, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books financial books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallBuyer, the Subject Companies and the Stockholders shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 11 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other 66 -57- proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Subject Companies and the Stockholders shall cause their respective Subsidiaries to, (ai) retain all Books and Records with respect to Tax matters pertinent to the Company and the Company Subsidiaries such Subject Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or the Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books and Records and, if the other party Party so requests, Buyer the Subject Companies or Seller shallthe Stockholders, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member).

Cooperation on Tax Matters. (i) The parties shallBuyer, the Company and the Sellers’ Representative shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 5.3 and any audit, Action or Proceeding, with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s reasonable request) the provision of powers of attorney, records and information which are reasonably relevant to any such Tax Return audit, Action or Audit, Proceeding and making employees available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective Subsidiaries to, the Sellers’ Representative agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning on or before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Buyer or the Sellers’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company or Seller shallthe Sellers’ Representative, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) The Buyer and the Sellers’ Representative further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other document from any Government Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a memberTransactions).

Cooperation on Tax Matters. The parties shall, and Parties shall cause their respective Subsidiaries to, cooperate fully, as -------------------------- and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 10.2 and any audit, ------------ litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Companies and shall cause their respective Subsidiaries to, the Sellers agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Companies and the Company their Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Purchasers or any of the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer the Companies or Seller shallthe Sellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member).records

Cooperation on Tax Matters. The parties shallBostonFed, Diversified and Ellsmere and their Subsidiaries and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of tax returns pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company Subsidiarytaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Diversified and executing powers of attorney. The parties shall, Ellsmere and shall cause their respective Subsidiaries to, Seller agrees (a) to retain all Books books and Records records with respect to Tax tax matters pertinent to the Company Diversified and the Company Subsidiaries Ellsmere relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by BostonFed or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cb) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer Diversified and Ellsmere or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallSeller and Buyer shall reasonably cooperate, and shall cause their respective Subsidiaries toAffiliates, cooperate fullyofficers, as employees, agents, auditors and other Representatives to the extent reasonably requested by the othercooperate, in connection with the preparation, execution preparing and filing of all Tax Returns of or Returns, and in resolving all disputes and audits with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation, or Audit, other Proceeding and making employees available on a mutually convenient basis (at the requesting Party’s cost) to provide additional information and explanation of any material provided hereunder thereunder. Seller and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, Buyer agree (a) to retain all Books of their respective books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Seller relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, as the case may be, any extension thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityAuthority, and (cb) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallBuyer, Surviving Corporation, the Stockholders’ Representative and their Affiliates shall cause their respective Subsidiaries to, cooperate fullycooperate, as and to the extent reasonably requested by the otherrequested, in connection with the preparation, execution and filing of Tax Returns of any Return and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return Return, audit, litigation or Audit, other proceeding and making employees of the Surviving Corporation or Buyer available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Stockholders’ Representative, Surviving Corporation and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, Buyer agree (ai) to retain all Books books, records and Records returns with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning on or before the Closing Tax Period Date until the later of six years after the Closing Date or the expiration of the applicable statute of limitationslimitations (and any extensions thereof) of the respective Tax periods, (b) and to abide by all record retention agreements entered into with any Governmental EntityTax authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books, records and Records Returns and, if the other party so requests, Buyer Buyer, Surviving Corporation or Seller shallStockholders’ Representative, and as the case may be, shall cause their respective Subsidiaries to, allow the other to take possession of such Books books, records and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)Returns.

Cooperation on Tax Matters. The parties shall(A) Buyer, the Company and its Subsidiaries, and the Stockholders shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation, or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallCompany and its Subsidiaries, the Stockholders, and shall cause their respective Subsidiaries to, Buyers agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or the Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company and its Subsidiaries or Seller shallthe Stockholders, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (B) Buyer and the 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 as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shallBuyer, the Company, the Subsidiary and AFC shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 2.10 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer, the Company, the Subsidiary and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, AFC agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Subsidiary relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or AFC, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer the Company and the Subsidiary or Seller shallAFC, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall, 7(b)(i) Parent and the Company shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 8.7 and any audit, appeal, litigation or other proceeding with respect to Taxes. Neither the Company nor Stockholder Representatives shall settle any such audit, appeal, litigation or other proceeding or any Tax assessment or proposed Tax assessment resulting from any of such proceedings without the prior written consent of Parent which shall not be unreasonably withheld, conditioned or delayed. The parties’ cooperation shall include the retention and (upon the other party’s reasonable request) the provision of records and information, to the extent the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company Subsidiary. Such cooperation shall include access to Stockholder Representatives have not already turned over such records and information to Parent pursuant to Section 8.7(c), which are reasonably relevant to any such Tax Return audit, appeal, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallCompany and Stockholder Representatives agree to provide Parent upon Closing with all books, records, correspondence, and shall cause their respective Subsidiaries to, (a) retain all Books and Records agreements with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period before Closing Tax Period until (including any extensions thereof) as to which the expiration of the applicable statute of limitationslimitations has not expired and warrant that no such books, (b) abide records, correspondence or agreements have been transferred, destroyed or discarded and that the Company and Stockholder Representatives have abided by all record retention agreements agreements, if any, entered into with any Governmental Entity, and (c) give the other party ninety (90) days’ written notice prior to transferring, destroying or discarding any such Books and Records and, if the other party so requests, Buyer or Seller shall, and shall cause their respective Subsidiaries to, allow the other to take possession of such Books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)taxing authority.

Cooperation on Tax Matters. The parties Buyer and Seller shall, and shall cause their respective Subsidiaries Affiliates to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of or with respect to the Company and the Company Subsidiaries Western Drilling and any Audit audit, litigation or other Proceeding with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the request of the other party) the provision of records and information which that are reasonably relevant to any such Tax Return Returns or Auditaudit, litigation or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer and executing powers of attorney. The parties shallSeller agree, and Buyer shall cause their respective Subsidiaries toits Affiliates, (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to Western Drilling for any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityTaxing Authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer or Seller shall, and Buyer shall cause their respective Subsidiaries its Affiliates to, allow the other such party to take possession of such Books books and Recordsrecords. Notwithstanding anything Buyer and Seller further agree, upon request, to use, and cause their respective Affiliates to use, their respective Commercially Reasonable Efforts to obtain any certificate or other document from any Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to any of the contrary in transactions contemplated by this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member).

Cooperation on Tax Matters. The parties shall(a) Purchaser, the Subject Companies and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to Section 9.1 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Purchaser and executing powers of attorney. The parties shall, and Sellers each shall cause their respective Subsidiaries to, the Subject Companies: (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Subject Companies and the Company Subsidiaries their subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity, taxing authority; and (cii) to give the other party ninety (90) days’ Purchaser and Sellers reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if to the other extent requested by Purchaser or Sellers, as the case may be, to allow any such requesting party so requests, Buyer or Seller shall, and shall cause their respective Subsidiaries to, allow the other to take possession of such Books books and Records. Notwithstanding anything records. (b) Purchaser and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Buyer, the Company and their Subsidiaries and Shareholders shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 3.9 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective its Subsidiaries to, agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer The Company and its Subsidiaries or Seller shallShareholders, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(a) Buyer, Target and its Subsidiaries, Parent and the Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 10.8 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Target and executing powers of attorney. The parties shallits Subsidiaries, Parent and shall cause their respective Subsidiaries to, the Seller agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Target and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer Target and its Subsidiaries or Seller shallParent or the Seller, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything records. (b) Buyer, Parent and the Seller further agree, upon request, to provide the contrary in this Agreement, Seller shall not other Party with all information that either Party may be required to provide report pursuant to any PersonCode §6043, beforeor Code §6043A, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. The parties shall(i) 800 Travel, Merger Corp., Prestige and the Shareholders shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Parties, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Prestige and executing powers of attorney. The parties shall, and shall cause their respective Subsidiaries to, the Shareholders agree: (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Prestige relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by 800 Travel and Merger Corp. or the Shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ Parties reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Parties so requestsrequest, Buyer Prestige or Seller shallthe Shareholders, and as the case may be, shall cause their respective Subsidiaries to, allow the other Parties to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall, Guarantor shall cooperate (and shall cause their respective its Subsidiaries to, cooperate to cooperate) fully, as and to the extent reasonably requested by the otherSeller or Buyer, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 4.05 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon Seller’s or Buyer’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Guarantor (on its behalf and executing powers on behalf of attorney. The parties shall, and shall cause their respective Subsidiaries to, each of its Subsidiaries) agrees (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Seller and the Company its Subsidiaries relating to any Pre-Closing Tax Period taxable period beginning before the date hereof until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ Seller and Buyer reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Buyer or Seller so requests, Guarantor shall allow Seller or Buyer or Seller shall, and shall cause their respective Subsidiaries to, allow the other to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall(i) Buyer, Company (and its Company Subsidiaries) and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Company (and executing powers of attorney. The parties shall, its Subsidiaries) and shall cause their respective Subsidiaries to, Sellers agree: (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company (and the Company Subsidiaries its Subsidiaries) relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity, taxing authority; and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer Company (and its Subsidiaries) or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Taxes that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Buyer, the Company, UMKK, UMNet and Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallCompany, UMKK, UMNet and Seller shall cause their respective Subsidiaries to, (ax) retain all Books books and Records records with respect to Tax matters pertinent to the Company Company, UMKK and the Company Subsidiaries UMNet relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cy) give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company, UMKK, UMNet, or Seller shallSeller, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Body or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a memberContemplated Transactions).

Cooperation on Tax Matters. The parties shall(i) Buyer, the Company and its Subsidiaries and the Seller shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other Party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective its Subsidiaries to, and the Seller agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ Party reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Party so requests, Buyer the Company and its Subsidiaries or Seller shallthe Seller, and as the case may be, shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything records. (ii) The Buyer and 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shall(i) Buyer and the Company, on the one hand, and Sellers and Seller Representative on the other, shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of or with respect pursuant to the Company and the Company Subsidiaries this Section 9.1 and any Audit audit, litigation, voluntary disclosure process or procedure, any remedial Tax filings or other proceeding with respect to Taxes of the Company or a Company Subsidiaryits Subsidiaries. Such cooperation shall include access to the retention and, upon the other party’s request, the provision of records and information in such party’s possession which are reasonably relevant to any such Tax Return Return, audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Buyer and executing powers of attorney. The parties shallthe Company, on the one hand, and shall cause their respective Subsidiaries toSellers and Seller Representative on the other, (a) agree to retain all Books books and Records records in such party’s possession with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period or Straddle Tax Period of the Company and its Subsidiaries until the expiration of the applicable statute of limitationslimitations (and, (b) to the extent notified by the other party, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority. (ii) For the avoidance of doubt, and (c) give the other party ninety (90) days’ written notice prior to transferring, destroying or discarding any such Books and Records and, if the other party so requests, Buyer or Seller shall, and shall cause their respective Subsidiaries to, allow the other to take possession of such Books and Records. Notwithstanding anything to the contrary cooperation described in this Agreement, Seller Section 9.1(f) shall not be required include access to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers information of Seller Buyer and its Affiliates other than Tax information or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)Returns that relate solely to the Company or its Subsidiaries.

Cooperation on Tax Matters. The parties shall(a) Buyer, the Company and the Stockholders shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 11 and any -44- 51 audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return filing, audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective Subsidiaries to, the Stockholders agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or the Stockholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requestsrequests the Company or the Stockholders, Buyer or Seller shallas the case may be, and shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything records prior to such transfer, destruction or discarding. (b) Buyer and the Stockholders 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 contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a membertransactions contemplated hereby).

Cooperation on Tax Matters. The parties shallPurchaser, the Company, and the Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns and the claiming of Tax refunds pursuant to this ARTICLE VIII and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return audit, litigation or Audit, 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 and executing powers of attorneyhereunder. The parties shallPurchaser, the Company and shall cause their respective Subsidiaries to, the Sellers agree (ai) to retain all Books financial books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Group Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by the Purchaser or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental EntityTax Authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books financial books and Records records and, if the other party so requests, Buyer the Company or Seller shallthe Sellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books financial books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallParent, the Surviving Entity and the Representative shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the othera Party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 6.2 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon a Party’s request) the prompt provision of records and information which that are reasonably relevant to any such filing of Tax Return Returns, audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallSurviving Entity, the Representative and shall cause their respective Subsidiaries to, General Partner agree (ai) to retain all Books books and Records records in their possession with respect to Tax matters pertinent to the Company and the Company Subsidiaries Group Companies relating to any Pre-Tax period beginning on or before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Parent, the Representative or Sellers, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental EntityTax Authority, and (cii) to give the any other party ninety Party at least thirty (9030) days’ days written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party a Party so requests, Buyer the Surviving Entity, the Representative or Seller shallthe General Partner as the case may be, and shall cause their respective Subsidiaries to, allow the other Party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallBuyer, the Acquired Companies, Seller and Gaylord shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherrequestxx xx xny other party, in connection with the preparation, execution and filing of any Tax Returns of or with respect pursuant to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company Subsidiarythis Article XI. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallAcquired Companies, Buyer, Seller and shall cause their respective Subsidiaries to, Gaylord agree (a) to retain all Books and Records with respect to Tax matters xxxxxxx pertinent to the Company and the Company Subsidiaries Acquired Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer, Seller or Gaylord, any extensions thereof) abide of the respective taxable periods, anx xx xxide by all record retention agreements entered into with any Governmental EntityTaxing Authority, and (cb) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books and Records and, if the other party so requests, Buyer the Acquired Companies, Buyer, Seller or Seller shallGaylord, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of possexxxxx xf such Books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member).

Cooperation on Tax Matters. The parties shallBuyer, the Company and the Subsidiaries and the Shareholder Representative shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Article XIII and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Company and shall cause their respective the Subsidiaries to, agree (ai) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period period beginning before the Effective Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or the Shareholder Representative, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental EntityTaxing authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Company and the Subsidiaries or Seller shallthe Shareholder Representative, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shallBuyer, the Target and its Subsidiaries and Sellers shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, Buyer and shall cause their respective Subsidiaries to, Sellers agree (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company Target and the Company its Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, the Buyer or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall, Purchaser and the Seller Parties shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section 6.7 and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shallparty that is liable for the payment of any Taxes under this Agreement shall control such audit, litigation or other proceeding with respect to such Taxes and shall cause their respective Subsidiaries tocontrol the decision as to any settlement. Such party shall also pay all costs and expenses in connection with such audit, litigation or other proceeding (aincluding any cost of cooperation of the other party). The Companies and Sellers agree (i) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries Companies relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Purchaser or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cii) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer the Companies or Seller shallSellers, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties shall(i) Parent, Company (including any of its subsidiaries) and Shareholders shall cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder hereunder. Company (and executing powers any of attorney. The parties shall, its subsidiaries) and shall cause their respective Subsidiaries to, Shareholders agree: (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries (including any of its subsidiaries) relating to any Pre-taxable period beginning before the IPO Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Parent or Shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity, taxing authority; and (cB) to give the other party ninety (90) days’ reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party so requests, Buyer Company (including any of its subsidiaries) or Seller shallShareholders, and as the case may be, shall cause their respective Subsidiaries to, allow the other party to take possession of such Books books and Records. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)records.

Cooperation on Tax Matters. The parties (i) Buyer and Sellers shall, and Buyer shall cause their respective Subsidiaries the Company to, cooperate fully, as and to the extent reasonably requested by the otherother party, in connection with the preparation, execution and filing of Tax Returns of pursuant to this Section and any audit, litigation or other proceeding with respect to the Company and the Company Subsidiaries and any Audit with respect to Taxes of the Company or a Company SubsidiaryTaxes. Such cooperation shall include access to the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such Tax Return audit, litigation or Audit, other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder and executing powers of attorneyhereunder. The parties shall, and Buyer shall cause their respective Subsidiaries to, the Company (aA) to retain all Books books and Records records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-taxable period beginning before the Closing Tax Period Date until the expiration of the applicable statute of limitationslimitations (and, (bto the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entitytaxing authority, and (cB) to give the other party ninety (90) days’ Sellers reasonable written notice prior to transferring, destroying or discarding any such Books books and Records records and, if the other party Sellers so requestsrequest, the Buyer or Seller shall, and shall cause their respective Subsidiaries to, the Company to allow the other Sellers to take possession of such Books books and Records. Notwithstanding anything records. (ii) Buyer and Sellers further agree, upon request, to the contrary in this Agreement, Seller shall not provide one another with all information that any of them may be required to provide report pursuant to any Person, before, on or after Section 6043 of the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any income Tax Return for a consolidated group of which Seller is a member)Code and all Treasury Department Regulations promulgated thereunder.