Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. Purchaser, the Acquired Companies and the Equityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall (a) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b) give Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Purchaser and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 (including the execution thereof) and any audit, investigation, litigation or other proceeding with respect to Taxes, including any Tax Proceeding. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Equityholders’ Representative If documents or information is requested hereunder with respect to an inquiry from a Governmental Authority, such information or documents shall be provided to the requesting party within 25 days of the request therefor. Seller and Purchaser agree, and Purchaser agrees to cause the Acquired Company and the Subsidiaries, (ai) to retain all books and records with respect to Tax matters pertinent to the such Acquired Companies Company or their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityor other Governmental Authority, and (bii) to give Purchaser the other party ninety (90) days written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Seller and Purchaser shall, and Purchaser shall cause the Equityholders’ Representative shall Acquired Company and the Subsidiaries to, allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative Seller further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. Purchaser, the Acquired Companies Purchaser and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 (including the execution thereof) and any audit, investigation, litigation or other proceeding with respect to Taxes, including any Tax Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Equityholders’ Representative If documents or information is requested hereunder with respect to an inquiry from a Governmental Authority, such information or documents shall be provided to the requesting party within 25 days of the request therefor. Seller and Purchaser agree, and Purchaser agrees to cause the Acquired Company and the Subsidiaries, (ai) to retain all books and records with respect to Tax matters pertinent to the such Acquired Companies Company or their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityor other Governmental Authority, and (bii) to give Purchaser the other party ninety (90) days written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Seller and Purchaser shall, and Purchaser shall cause the Equityholders’ Representative shall Acquired Company and the Subsidiaries to, allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative Seller further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. Following the Closing, the Equityholders, on the one hand, and Purchaser, on the Acquired other hand, shall, and Purchaser shall cause the Companies and the Equityholders’ Representative shall to, cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to TaxesTaxes of the Companies or the preparation of any Tax Return of the Companies. Such cooperation shall include the retention and (upon the any other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation Tax matter or required by the Code or other proceeding Applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Equityholders and Purchaser agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or the Equityholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (b) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall and allow Purchaser such other party to take possession of such books and records. Purchaser Purchaser, on the one hand, and the Equityholders’ Representative further , on the other hand, agree, upon request, to cooperate in good faith use commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies Equityholders, on the one hand, and their Subsidiaries, Purchaser, on the Sellersother hand, and their respective Affiliates shall execute and deliver such powers of attorney and further agree, upon request, to provide the other documents as party with all information that any party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.1the Code and all regulations promulgated thereunder.

Cooperation on Tax Matters. PurchaserParent, the Acquired Companies Company and the EquityholdersShareholders’ Representative Agents shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation or administrative, judicial or other inquiry or proceeding with respect to TaxesTaxes (the “Tax Contest”). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The EquityholdersParent, the Company and the Shareholders’ Representative shall Agents agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserParent, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityTax authority or other Governmental Authority, (b) to deliver or make available to Parent, within sixty (60) calendar days after the Closing Date, copies of all such books and records, and (bc) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Parent, the EquityholdersCompany or the Shareholders’ Representative Agents, as the case may be, shall allow Purchaser the other party to take possession of such books and recordsrecords at such other party’s expense. Purchaser Parent and the EquityholdersShareholders’ Representative Agents further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

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

Cooperation on Tax Matters. Purchaser, the Acquired Companies The Buyer and the Equityholders’ Representative Seller shall, and the Buyer shall cause the Targets to, cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of all Tax Returns returns pursuant to this Section 8.1 9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include (i) the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and proceeding, (ii) making employees available available, on a mutually convenient basis basis, personnel (including officers, directors, employees and agents) to provide additional information and explanation of any material provided hereunderhereunder and (iii) making available, on a mutually convenient basis, personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceeding relating to taxes. The Equityholders’ Representative shall Buyer and the Seller agree, and the Buyer agrees to cause the Targets, (ai) to retain all books and records (including Income Tax Returns and work papers) with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Targets relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Buyer or the Seller, any extensions thereof) of for the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, to allow the Equityholders’ Representative shall allow Purchaser other party to take possession of such books and records. Purchaser The Buyer and the Equityholders’ Representative Seller further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax provide the other party with all information that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as either party may be necessary required to mitigate, reduce or eliminate any Tax that could be imposed by report pursuant to Section 6043 of the transactions contemplated hereby. The Acquired Companies Code and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Purchaser(i) The Buying Entities and Seller shall (and each shall cause UK Subsidiary, the Acquired Companies Korean Subsidiary and the Equityholders’ Representative shall Factory Power to) cooperate fully, at the expense of the requesting party, as and to the extent reasonably requested by the other partySeller or Buyer, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Parties' request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Without limiting the generality of the foregoing, each Buying Entity and Seller agree (a1) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries MTG relating to any taxable period beginning before the Closing Transfer Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe other Party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b2) to give Purchaser the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other Party so requests, the Equityholders’ Representative shall allow Purchaser to permit such Party, at its expense, to take possession of such books and records. Purchaser (ii) The Buying Entities and the Equityholders’ Representative further agreeSeller shall (and each shall cause UK Subsidiary, Korean Subsidiary and Factory Power to), upon request, use their reasonable efforts to cooperate in good faith to mitigateobtain, reduce or eliminate any Tax that could be imposed by at the transactions contemplated hereby. In additionexpense of the requesting party, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including without limitation with respect to the transactions contemplated hereby). (iii) The Acquired Companies Buying Entities and their SubsidiariesSeller shall (and each shall cause UK Subsidiary, PurchaserKorean Subsidiary and Factory Power to), the Sellersupon request, and their respective Affiliates shall execute and deliver such powers furnish each other with all information that any of attorney and other documents as them may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.1.6043 of the Code and all Treasury Department Regulations promulgated thereunder. (b)

Cooperation on Tax Matters. PurchaserBuyer, the Acquired Companies Members and Merit shall (and after the Equityholders’ Representative Closing, Buyer shall cause the Company to) cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 12, the making of any election relating to Taxes and any audit, litigation or other proceeding with respect to TaxesTax Contest. Such cooperation shall include the retention and (upon the any other party’s reasonable request) the provision of records and information which are reasonably relevant to any such auditTax Return, litigation election or other proceeding Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Members and Merit agree, and following the Closing, Buyer agrees to cause the Company and Holdco (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company and Holdco relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer, the Members or Merit, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, and (b) to give Purchaser any other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Buyer, the Equityholders’ Representative Members or Merit, as the case may be, shall allow Purchaser the requesting party to take possession of such books and recordsrecords at such requesting party’s expense. Purchaser Buyer, the Members and the Equityholders’ Representative Merit further agree, upon request, to cooperate in good faith use their reasonable best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. PurchaserBuyer, the Acquired Companies Company, the Shareholders Representative and the Equityholders’ Representative Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Buyer, the Company, the Shareholders Representative shall and the Shareholders agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, (B) to deliver or make available to the other party, within sixty (60) days after the Closing Date, copies of all such books and records, and (bC) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Buyer, the Equityholders’ Company, the Shareholders Representative and the Shareholders, as the case may be, shall allow Purchaser the other party to take possession of such books and recordsrecords at such other party’s expense. Purchaser Buyer and the Equityholders’ Shareholders Representative further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Tax authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. Purchaser, the Acquired Companies Company and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax any Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Company and Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Closing Effective Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or Seller, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) for seven years from the Effective Date to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Company or Seller, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative Seller further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies Purchaser and their SubsidiariesSeller further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.1§6043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Seller and the Equityholders’ Representative Purchaser shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes; provided, however, that to the extent that such audit, litigation or other proceeding relates to periods ending on or before the Closing Date or could result in an indemnification obligation of the Seller, then notwithstanding any other provision of this Agreement, the Seller shall have the right to control the defense or settlement of such audit, litigation or proceeding. Such cooperation shall include (without limitation) signing any Tax Return, amended Tax Returns, Claims or other documents necessary to settle any Tax controversy, the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Company and the Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to Company and the Acquired Companies or their Subsidiaries Affiliated Group relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Purchaser or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Company or the Seller, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.

Cooperation on Tax Matters. PurchaserBuyer, DEI and Seller shall, and Buyer shall cause the Acquired Companies and the Equityholders’ Representative shall Company to, cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to under Section 8.1 7.1.1 and any audit, litigation litigation, or other proceeding with respect to TaxesTaxes (a "Tax Proceeding"). Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Tax Proceeding and making the availability of employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Buyer, DEI and Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations or, in the case of TDS Canada, the expiration of any period during which a recognized document assessing liability for Tax may be issued by a Governmental Entity (and, to the extent notified by PurchaserBuyer, DEI or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Buyer, DEI or Seller, as the Equityholders’ Representative case may be, shall allow Purchaser the other party to take possession of such books and recordsrecords to the extent they would otherwise be destroyed or discarded. Purchaser Each of Buyer, DEI and the Equityholders’ Representative further agree, upon request, to cooperate Seller shall bear its respective costs and expenses in good faith to mitigate, reduce or eliminate connection with any Tax that could be imposed Proceeding; provided, that, (i) if such Tax Proceeding relates solely to the period after the Closing Date, Buyer shall reimburse DEI and Seller, as applicable, for any out-of-pocket expenses (including, without limitation, fees and expenses of attorneys and other professionals) reasonably incurred by DEI or Seller, as applicable, in connection therewith and (ii) if such Tax Proceeding relates solely to the transactions contemplated herebyperiod before the Closing Date, DEI or Seller shall reimburse Buyer for any out-of-pocket expenses (including, without limitation, fees and expenses of attorneys and other professionals) reasonably incurred by Buyer in connection therewith. In addition, Purchaser and Any information obtained under this Section 7.1.2 or under any other Section hereof providing for the Equityholders’ Representative agree to cooperate in good faith in obtaining sharing of information or the review of any certificate Tax Return or other document from any Governmental Entity or any other Person as may schedule relating to Taxes shall be necessary subject to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.111.9.

Cooperation on Tax Matters. PurchaserThe Buyer, the Acquired Companies Company, the Subsidiaries and the Equityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of all Tax Returns pursuant to Section 8.1 (including any amended Tax Return or claim for refund) and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include (i) the Buyer’s filing, or causing to be filed, any amended Tax Return or claim for refund that the Sellers’ Representative reasonably requests to be filed with respect to the Company or the Subsidiaries for any taxable period beginning on or before the Closing Date, provided, however, that Buyer shall not be required to file any amended Tax Return or claim for refund that includes the carrying back of any net operating loss or tax credit economically generated to any taxable year or period (or portion thereof) beginning after the Closing Date, (ii) the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding proceeding, and making employees available the provision of powers of attorney, provided, however, that the party retaining such records may destroy such records after five (5) years with the consent of the other party (and if such other party does not consent, such other party shall pay the costs of delivering such records to such other party and the costs of further retention) and (iii) the Sellers providing, or causing to be provided, no later than 15 days prior to the due date of the U.S. federal income Tax Return of the Company for the stub period ending on a mutually convenient March 24, 2009 (including extensions), an exhibit showing the calculation and allocation of the tax basis “step up” resulting from the transaction pursuant to provide additional information which SD Holdings and explanation of SP Holdings acquired their interests in the Company and any material provided hereundersupporting or related documentation reasonably requested by the Buyer. The Equityholders’ Representative shall (a) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b) give Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser Buyer and the Equityholders’ Representative Sellers further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining use 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 by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1imposed.

Cooperation on Tax Matters. Purchaser, the Acquired Companies and the Equityholders’ Representative shall Each party hereto will cooperate fully, as and to the extent reasonably requested by the any other party, party hereto in connection with the preparation, filing and execution of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to TaxesTaxes (including any Tax Claim). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any such proceeding. The Equityholders’ Representative shall Seller and the Buyer agree (ai) to retain all books and records in their possession on the Closing Date with respect to Tax matters pertinent to the Acquired Companies Company or their any of its Subsidiaries relating to any taxable period Tax Period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by PurchaserBuyer or Seller, any extensions thereof) of the respective taxable periodsTax Periods, and to abide by all record retention agreements entered into with any taxing Tax authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Seller or the Equityholders’ Representative Buyer, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser Buyer and the Equityholders’ Representative Seller further agree, upon request, to cooperate in good faith use their reasonable best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Tax authority or any other Person or take any other action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by on any party (including with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. Purchaser, the Acquired Companies The Buyer and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such tax audit, tax litigation or other tax proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Buyer and Seller agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries BioSepra, S.A. relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other Party so requests, the Equityholders’ Representative Buyer or Seller, as the case may be, shall allow Purchaser the other Party, at such Party’s sole cost, to take possession of such books and records. Purchaser The Buyer and the Equityholders’ Representative Seller further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies Buyer and their SubsidiariesSeller further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as Party with all information that either Party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.1Code §6043 and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. PurchaserParent, the Acquired Companies Surviving Corporation, and the EquityholdersSecurityholders’ Representative shall will, and the Surviving Corporation will cause the Company Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the other another party, in connection with the filing of (i) any Tax Returns pursuant Return or amended Tax Return with respect to Section 8.1 and any taxable period beginning before the Closing Date, (ii) audit, or (iii) litigation or other proceeding with respect to Taxes. Such cooperation shall will include the retention and (upon the other party’s request) the provision of records and information which within such party’s possession that are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Parent, the Company, the Surviving Corporation and the Company Subsidiaries will (ai) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company and the Company Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserParent or the Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) give Purchaser the Securityholders’ Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the Securityholders’ Representative so requests, Parent or the EquityholdersSurviving Corporation, as the case may be, will allow the Securityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser Parent and the EquityholdersSecurityholders’ Representative further agree, upon request, to cooperate in good faith use their reasonable best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax of the Company, the Surviving Corporation, its Subsidiaries, Parent or the Company Securityholders that could be imposed by (including with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. PurchaserBuyer, the Acquired RLH Companies and the Equityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request's request and at its expense) the provision provision, on a timely basis, of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Buyer, RLH Companies and Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired RLH Companies or their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, RLH Companies or Sellers, as the Equityholders’ Representative case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser Buyer and the Equityholders’ Representative Sellers further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies Buyer and their SubsidiariesSellers further agree, Purchaserupon request, to provide the Sellersother party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. Seller and Buyer shall provide to each other, and their respective Affiliates Buyer shall execute cause each of the RLH Companies to provide to Seller, full access, at any reasonable time and deliver from time to time, at the business location at which the Books and Records are maintained, after the Closing Date, to such powers Tax data of attorney each of the RLH Companies as Seller or Buyer, as the case may be, may from time to time reasonably request and will furnish, and request the independent accountants and legal counsel of Seller, Buyer or any RLH Company to furnish to Seller or Buyer, as the case may be, such additional Tax and other information and documents in the possession of such persons as Seller or Buyer may be necessary or appropriate from time to give effect to this ARTICLE VIII, including Section 8.1time reasonably request.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Parent and the Equityholders’ Representative Stockholders shall, and the parties to this Agreement shall cooperate fullycause the Company to, cooperate, as and to the extent reasonably requested by the other partyparties, in connection with the filing of Tax Returns pursuant to Section 8.1 and any Tax Claim, audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include include, (A) the retention and (upon the other another party’s request) the provision of records and information which are reasonably relevant to any such audit or litigation, (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, litigation compliance matter, or other proceeding 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. The Equityholders’ Representative Stockholders and Parent agree, and shall cause the Company (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserParent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Entity, and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Parent or the Equityholders’ Representative Stockholders, as the case may be, shall, and shall cause the Company to, allow Purchaser the other party to take possession of such books and records. Purchaser and Notwithstanding anything to the Equityholders’ contrary in this Agreement, the Stockholder Representative further agree, upon request, shall have no obligation to cooperate in good faith to mitigate, reduce prepare or eliminate file any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1Returns.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Purchaser and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes, including any Tax Claim. Such cooperation shall will include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Equityholders’ Representative shall Seller and Purchaser agree, and Purchaser agrees to cause the Companies, (ai) to retain all books and records with respect to Tax matters pertinent relating to the Acquired Companies or their Subsidiaries relating to for any taxable period Tax Period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or Seller, any extensions thereof) of for the respective taxable periodsTax Periods, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (bii) to give Purchaser the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other Party so requests, Seller and Purchaser shall, and Purchaser shall cause the Equityholders’ Representative shall Companies to, allow Purchaser the other Party to take possession of such books and records. Purchaser and the Equityholders’ Representative Seller further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. Purchaser, the Acquired Companies Transferee and the Equityholders’ Representative Transferor shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Transferee and Transferor agree (ax) retain to retain, and cause the Company to retain, all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserTransferee or Transferor, any extensions thereof) of the respective taxable periods, and to abide abide, and to cause the Company to abide, by all record retention agreements entered into with any taxing authority, and (by) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so reasonably requests, Transferee and Transferor, as the Equityholders’ Representative case may be, shall allow Purchaser allow, and Transferee shall cause the Company to allow, the other party to take possession of such books and records. Purchaser Transferee and the Equityholders’ Representative Transferor further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies Transferee and their SubsidiariesTransferor further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.1Code ss.6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Each of Buyer and the Equityholders’ Representative shall Shareholder will, and will cause their respective Affiliates to, cooperate fully, as and to the extent reasonably requested by the other partyanother Party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation of or other proceeding with respect to Taxesthe Company and any proceeding in respect of Taxes of or with respect to the Company. Such cooperation shall will include the retention and (upon the other party’s requestrequest of another Party) the provision of records and information which that are reasonably relevant to any such audit, litigation Tax Returns or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Shareholder, on the one hand, and Bxxxx, on the other hand, agree to, and agree to cause their Affiliates to, (ai) retain all books and records in their possession with respect to Tax matters pertinent relating to the Acquired Companies or their Subsidiaries relating to Company for any taxable Tax period beginning on or before the Closing Date until the expiration of the statute of limitations (andof the Tax periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by Purchaser, any the other in writing of such extensions thereof) of for the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) give Purchaser written notice if the other requests prior to transferring, destroying the expiration of such statute of limitation period that such books and records be transferred to the requesting Party and the other Party intends to destroy or discarding discard any such books and records andrecords, if Purchaser so requestsBuyer or the Shareholder will, the Equityholders’ Representative shall and will cause their respective Affiliates to, allow Purchaser such Party to take possession of such books and records. Purchaser The Shareholder will give prompt written notice to Buyer if the Shareholder (or any Affiliate of Shareholder) receives any communication or notice with respect to any proceeding relating to the Taxes of or attributable to the Company that, if pursued successfully, would reasonably be expected to result in or give rise to a liability of the Company, Buyer, or any of its Affiliates for Taxes. The Shareholder and the Equityholders’ Representative Buyer further agree, upon request, to cooperate in good faith use commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed by on any Party (or its Affiliates), including with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.

Cooperation on Tax Matters. PurchaserFollowing the Closing, the Acquired Companies Sellers, on the one hand, and Buyer, on the Equityholders’ Representative other hand, shall, and Buyer shall cause the Company to, cooperate fully, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to TaxesTaxes or the preparation of any Tax Return. Such cooperation shall include the retention and (upon the any other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation Tax matter or required by the Code or other proceeding applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Sellers and Buyer agree (a) to retain all books and records with respect to Tax matters pertinent to (i) the Acquired Companies Company and (ii) the Business or their Subsidiaries the Purchased Assets for the period owned by the Asset Seller relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Sellers’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (b) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall and allow Purchaser such other party to take possession of such books and records. Purchaser Buyer, on the one hand, and the Equityholders’ Representative further Sellers, on the other hand, agree, upon request, to cooperate in good faith use commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, on the one hand, and their respective Affiliates shall execute and deliver such powers of attorney and Buyer, on the other documents as hand, further agree, upon request, to provide the other party with all information that any party may be necessary required to report pursuant to the Code, and all regulations promulgated thereunder, or appropriate other applicable Law. All Tax sharing agreements or similar agreements with respect to give effect to this ARTICLE VIIIor involving (i) the Company or (ii) the Business or the Purchased Assets shall be deemed terminated as of the Closing, including Section 8.1and, after the Closing, neither Buyer nor the Company shall be bound thereby or have any liability thereunder.

Cooperation on Tax Matters. The Purchaser, the Acquired Companies Shareholders, the Company and the Equityholders’ Representative each of its Subsidiaries shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Shareholders agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company and any of its Subsidiaries relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the Purchaser reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Purchaser so requests, the Equityholders’ Representative Shareholders shall allow the Purchaser to take possession of such books and records. The Purchaser and the Equityholders’ Representative further Shareholders agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including with respect to the transactions contemplated hereby). The Acquired Companies Purchaser and their Subsidiariesthe Shareholders further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.16043 of the Code and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Purchaser, the Acquired Companies (a) Purchaser and the Equityholders’ Representative US Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of any Tax Returns pursuant Return (including any report required to Section 8.1 and be filed as a result of the transactions contemplated herein), any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Argexxxxxxx Xxxurity, its Subsidiaries and the US Sellers agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Argexxxxxxx Xxxurity and its Subsidiaries relating to any taxable period beginning before the Pre-Closing Date Tax Period, and to abide by all record retention agreements entered into with any Tax Authority until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or the US Sellers, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Argexxxxxxx Xxxurity, its Subsidiaries or the Equityholders’ Representative US Sellers, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.

Cooperation on Tax Matters. PurchaserSubject to the other provisions of this Section 6.15, Buyer, the Acquired Companies and Company Group, the EquityholdersSellers’ Representative and Selling Parties shall cooperate fullyreasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation litigation, or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Company Group, Selling Parties, and Buyer agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company Group relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Selling Parties, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Buyer, the Equityholders’ Representative Company and Selling Parties, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser Notwithstanding anything to the contrary herein, each of the Selling Parties and the Equityholders’ Sellers' Representative further agree, upon request, to shall reasonably cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser with Buyer (and the Equityholders’ Representative agree to cooperate in good faith in obtaining 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 by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIIIBuyer’s Affiliates, including Section 8.1the Company Group) in connection with receipt of confirmation from the IRS acceptable to Buyer (as determined by Buyer in its sole discretion) that the Company has retained the IRS “employer identification number” that was initially assigned to Bren-Tronics, Inc., a New York corporation.

Cooperation on Tax Matters. PurchaserParent, the Acquired Companies and Company, the Equityholders’ Representative Subsidiaries of the Company, the Stockholder Representative, the Stockholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Parent, the Company, the Subsidiaries of the Company, the Stockholder Representative, the Stockholders agree (aA) to retain all books and records with respect to Tax matters pertinent to each of the Acquired Companies or their Company and the Subsidiaries of the Company relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserParent, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, (B) to deliver or make available to Parent, within sixty (60) days after the Closing Date, copies of all such books and records, and (bC) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Parent, the Equityholders’ Representative Company, the Subsidiaries of the Company, the Stockholder Representative, the Stockholders, as the case may be, shall allow Purchaser the other party to take possession of such books and recordsrecords at such other party's expense. Purchaser Parent and the Equityholders’ Stockholder Representative further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. PurchaserThe Seller Representative and the Buyer will cooperate in the preparation and filing of, and, if necessary, join in the execution of, Tax Returns related to the Business, including furnishing to each other, upon request, as promptly as practicable, available information relating to the Business (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the Acquired Companies making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the Equityholders’ prosecution or defense of any action relating to any Tax. The Seller Representative shall and the Buyer will cooperate fully, as with each other and to the extent take any action reasonably requested by the other partyparty to minimize Taxes and fees, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon including assisting the other party’s requestparty in (i) filing a claim for refund, (ii) filing for relief under voluntary disclosure programs, (iii) responding to an inquiry by a Taxing Authority, (iv) collecting sales Tax exemption certificates or (v) defending or litigating a Tax matter relating to the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderBusiness. The Equityholders’ Representative shall (a) Seller and the Buyer will retain all books Tax Returns, schedules, and records with respect to Tax matters pertinent work papers, records, and other documents of the Seller or that otherwise relate to the Acquired Companies Business or the Purchased Assets, that are in their Subsidiaries relating to any taxable period beginning before the possession for Pre-Closing Date Tax Periods and Straddle Tax Periods until one (1) year after the expiration of the applicable statute of limitations (andof the taxable periods to which such Tax Returns and other documents relate, without regard to extensions except to the extent notified by Purchaser, any the other party in writing of such extensions thereof) of for the respective taxable periods. The Seller Representative will deliver, and or cause to abide by all record retention agreements entered into with be delivered, within five (5) days of the Buyer’s request therefor any taxing authority, and (b) give Purchaser written notice prior information required to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed reported by the transactions contemplated hereby. In additionBuyer, Purchaser and any Selling Partner, or the Equityholders’ Representative agree to cooperate in good faith in obtaining 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 by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1Seller.

Cooperation on Tax Matters. PurchaserThe Seller, the Acquired Companies Company Group, and the Equityholders’ Representative Purchaser shall cooperate fullyreasonably cooperate, as and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Tax Returns (including amended Tax Returns), handling any Tax Contests and making any claims for Tax refunds with respect to the extent reasonably requested by the Company Group members, including (i) maintaining and making available to each other party, all information and records necessary in connection with the filing of Tax Returns pursuant to Section 8.1 such Taxes and any audit, litigation or other proceeding in resolving all disputes with respect to Taxes. Such cooperation shall include the retention all such Tax Periods and (upon the other party’s requestii) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding; provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. The Equityholders’ Representative Purchaser and the Seller recognize that the Seller and the Purchaser and their respective Affiliates will need access, from time to time after the Closing Date, to certain accounting and tax records and information relating to the Company Group members to the extent such records and information pertain to events occurring prior to the Closing Date. Accordingly, the Purchaser and the Seller agree that, from and after the Closing Date, the Purchaser and the Seller shall and shall cause their respective Affiliates and successors to, and the Purchaser shall cause the Company and its Affiliates and successors to, (ai) retain all books and maintain such records for the full period of the applicable statute of limitations with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to such Taxes, including any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions extension thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (bii) give Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, allow the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, Seller and their respective Affiliates shall execute agents and deliver representatives (and agents or representatives of any of their respective Affiliates), to inspect, review and make copies of such powers of attorney and other documents records as such party may be deem necessary or appropriate from time to give effect to this ARTICLE VIII, including Section 8.1time.

Cooperation on Tax Matters. PurchaserCompass, the Acquired Companies Company and the Equityholders’ Representative Shareholders agree to give prompt notice to each other of any proposed adjustment to taxes for any Pre-Closing Taxable Period (as defined in Section 10.13(e)). Compass, the Company and the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 8.1 6.9 and any audit, litigation litigation, or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Shareholders agree to control the conduct of any audit, litigation or other proceeding for any Pre-Closing Taxable Period of the Company. The Company and the Shareholders further agree to cause the Company (ai) to retain all books and records with respect to Tax tax matters pertinent relevant to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Pre-Closing Date Taxable Period until the expiration of the statute of limitations (and, to the extent notified by PurchaserCompass or the Shareholders, any extensions thereof) of the respective taxable periodsPre-Closing Taxable Periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Company or the Shareholders, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser Compass and the Equityholders’ Representative Shareholders further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.to

Cooperation on Tax Matters. Purchaser, (a) Purchaser and the Acquired Calnev Companies and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Article 10A and any audit, litigation or other proceeding with respect to TaxesTaxes although the party responsible for filing the Tax Return pursuant to this Agreement shall control any such audit, litigation or other proceeding, provided that the controlling party may not, without the consent of the other party, agree to any settlement which would result in an increase in the amount of Taxes for which any other party is or may be liable. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Purchaser and Seller agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Calnev Companies or their Subsidiaries relating to any taxable period Taxable Period beginning before the Calnev Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by PurchaserPurchaser or Seller, any extensions thereof) of the respective taxable periodsTaxable Periods, and to abide by all record retention agreements entered into with any taxing authority, authority and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Calnev Companies, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.

Cooperation on Tax Matters. The Purchaser, the Acquired Companies Company and each of its Subsidiaries, the Shareholders and the Equityholders’ Representative Shareholders Representatives (and the Deciding Vote Holder) shall cooperate fully, as and to the extent reasonably requested by the other any such party, in connection with the filing of Tax Returns pursuant to Section 8.1 Returns, and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Purchaser, the Company and each of its Subsidiaries, the Shareholders and the Shareholders Representatives (aand the Deciding Vote Holder) shall: (i) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company and each of its Subsidiaries relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Purchaser, the Shareholders or Shareholders Representatives (and the Deciding Vote Holder), as the case may be, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Body; and, and (bii) to give Purchaser the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other parties so requests, the Equityholders’ Representative Purchaser, the Company and each of its Subsidiaries, the Shareholders or the Shareholders Representatives (and the Deciding Vote Holder), as the case may be, shall allow Purchaser the other parties to take possession of such books and records. Purchaser Except as otherwise provided herein, the Purchaser, the Shareholders and the Equityholders’ Representative Shareholders Representatives (and the Deciding Vote Holder) further agree, upon request, to cooperate in good faith use all commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. PurchaserBuyer, the Acquired Companies Company and its Subsidiaries, Sellers and the Equityholders’ Seller Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 XI.C and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Company and its Subsidiaries, Sellers and the Seller Representative shall agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Sellers or the Seller Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing Tax authority, and (bB) to give Purchaser the other party at least 30 days written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Company and its Subsidiaries, or Sellers or the Seller Representative, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser Buyer and the Equityholders’ Seller Representative further agree, upon request, to cooperate provide the other party with all information (in good faith to mitigate, reduce or eliminate any Tax their respective possession) that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as either party may be necessary required to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies report pursuant to Code §6043A and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. PurchaserFollowing the Closing, Sellers, on the Acquired Companies one hand, and Buyer, on the Equityholders’ Representative other hand, shall cooperate fully, as and to the extent reasonably requested by the any other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.1 and any inquiry, audit, litigation examination, assessment or other proceeding Action with respect to TaxesTaxes or the preparation of any Tax Return. Such cooperation shall include the retention and (upon the any other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation Tax matter or required by the Code or other proceeding applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Sellers, on the one hand, and Buyer, on the other hand, agree: (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies Assets or their Subsidiaries the Bars Business relating to any taxable period beginning on or before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or any Seller, any extensions thereof) of the respective taxable tax periods, and to abide by all record retention agreements Contracts entered into with any taxing authority, and Taxing Authority; (b) to give Purchaser the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall and allow Purchaser such other Party to take possession of such books and records. Purchaser ; (c) to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary, consistent with the other terms and the Equityholders’ Representative further agreeconditions of this Agreement, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by (including with respect to the transactions contemplated hereby. In additionTransactions); and (d) upon request, Purchaser and to provide the Equityholders’ Representative agree to cooperate in good faith in obtaining other Party with all information that any certificate or other document from any Governmental Entity or any other Person as Party may be necessary required to mitigatereport pursuant to the Code. Notwithstanding the foregoing, reduce or eliminate Buyer nor Sellers shall be obligated to provide the other Party with access to any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver record requests if such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1access would violate any Law.

Cooperation on Tax Matters. PurchaserParent, the Acquired Companies Surviving Corporation, the Entities, and the Equityholders’ Representative shall cooperate fullyin good faith, as and to the extent reasonably requested by the other party, in connection with the preparation and filing of Tax Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include include, without limitation, (i) written notification of any audit, litigation or other proceeding with respect to Taxes which could increase the liability of a party pursuant to this Agreement within thirty (30) days of the other party’s awareness of the initiation of such audit, litigation or other proceeding, and (ii) the retention and (upon the other party’s reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Representative, Parent, and the Surviving Corporation and the Entities agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Entities relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserParent or Representative, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Authority, and (bB) to give Purchaser the other party reasonable written notice (but not less than 10 days) prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Parent, the Equityholders’ Representative Surviving Corporation and the Entities or Representative, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.

Cooperation on Tax Matters. PurchaserBuyer, the Acquired Companies SGM and the Equityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 8.1 8 and any audit, litigation or other proceeding with respect to TaxesTaxes relating to a period of time prior to the Closing Date. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall SGM agrees (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries SGM relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other Party so requests, SGM or Sellers, as the Equityholders’ Representative case may be, shall allow Purchaser the other Party to take possession of such books and records. Purchaser Buyer and the Equityholders’ Representative Sellers further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. Purchaser, the Acquired Companies and the Equityholders’ Representative (a) The Parties shall cooperate fully, as and to the extent reasonably requested by the any other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.1 of the Company and its Subsidiaries and any audit, litigation or other proceeding with respect to Taxessuch Tax Returns or the Taxes required to be reported thereon. Such Subject to the Confidentiality Agreement, such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such filing of Tax Returns, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Parties agree: (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company and its Subsidiaries relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserany Party, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing authorityGovernmental Authority, and (bii) to give Purchaser the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser any other Party so requests, the Equityholders’ Representative each Party shall allow Purchaser the other Parties to take possession of such books and records. Purchaser and Except as provided in Section 8.1(b) or Section 8.4, after the Equityholders’ Representative further agreeClosing, upon requestnone of Buyer, the Company or its Subsidiaries shall: (A) file, or permit to cooperate in good faith be filed, or amend or otherwise modify, or permit to mitigatebe amended or otherwise modified, reduce or eliminate any Tax that could Return for any period beginning prior to the Closing Date; (B) extend or waive, or cause to be imposed by the transactions contemplated hereby. In additionextended or waived, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate statute of limitations or other document from period for the assessment of any Tax or deficiency related to any period beginning prior to the Closing Date; (C) discuss, correspond, negotiate, make or initiate any voluntary contact with any Governmental Entity Authority or representative thereof with respect to, or settle with any Governmental Authority or representative thereof, any Tax Liability of the Seller, the Company or any other Person as may be necessary of its Subsidiaries with respect to mitigateany Pre-Closing Tax Period, reduce provided, however, that nothing in this clause (C) shall limit the ability of Buyer, the Company or eliminate its Subsidiaries from discussing, corresponding, negotiating, making or initiating any voluntary contact with any state Governmental Authority or representative thereof with respect to any Tax Liability of Seller, Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period; or (D) make any Tax election that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give has retroactive effect to this ARTICLE VIIIany period or portion of any period beginning prior to the Closing Date, including Section 8.1in each case without the prior written approval of Seller, which shall not be unreasonably withheld.

Cooperation on Tax Matters. Purchaser(i) Buyer, the Acquired Companies Lawriter, Sellers and the Equityholders’ Representative Ancillary Parties shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 8.1 9 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such filing, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Lawriter and Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Lawriter relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other Party so requests, Lawriter or Sellers, as the Equityholders’ Representative case may be, shall allow Purchaser the other Party to take possession of such books and records. Purchaser (ii) Buyer, Sellers and the Equityholders’ Representative Ancillary Parties further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including with respect to the transactions contemplated hereby). The Acquired Companies (iii) Buyer and their SubsidiariesSellers further agree, Purchaserupon request, to provide the Sellersother Party with all information that either Party may be required to report pursuant to Code Section 6043, or Code Section 6043A, or Treasury Regulations promulgated thereunder. (e) Tax-Sharing Agreements. All tax-sharing agreements or similar agreements with respect to or involving Lawriter shall be terminated as of the Closing Date and, after the Closing Date, Lawriter shall not be bound thereby or have any liability thereunder. Page 40 (f) Certain Taxes and Fees. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and their respective Affiliates shall execute and deliver such powers of attorney all conveyance fees, recording charges and other documents as may fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be necessary or appropriate to give effect to this ARTICLE VIII, including borne by Members. SECTION 10. [Section 8.1Omitted.] SECTION 11.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Sterling and the Equityholders’ Representative Shareholders agree to give prompt notice to each other of any proposed adjustment to taxes for any Pre-Closing Period. Sterling and the Shareholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns tax returns pursuant to this Section 8.1 6.14 and any audit, litigation litigation, or other proceeding with respect to Taxestaxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Shareholders agree to control the conduct of any audit, litigation or other proceeding for any Pre-Closing Period of the Company and to keep Sterling apprised of all material developments with respect to any such audit, litigation, or other proceeding. The Shareholders and Sterling further agree to cause the Company (ai) to retain all books and records with respect to Tax tax matters pertinent relevant to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Pre-Closing Date Period until the expiration of the statute of limitations (and, to the extent notified by PurchaserSterling or the Shareholders, any extensions thereof) of the respective taxable periodsPre-Closing Periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Company or the Shareholders, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser Sterling and the Equityholders’ Representative Shareholders further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. Purchaser, the Acquired Companies The Buyer and the Equityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant any tax return or any amended tax return for years prior to Section 8.1 and fiscal year 2005, or any audit, administrative proceeding or litigation or other proceeding with respect to Taxes. taxes relating to the Company, including the following: Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such tax return, audit, or litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderpursuant to this Section 5.1, provided that the party making any such request will reimburse the party complying with such request for any reasonable, actual, out-of-pocket costs it has incurred. The Equityholders’ Representative shall Buyer and the Sellers agree (ai) to retain all books and records with respect to Tax tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable tax period beginning ending on or before the Closing Date until (the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityPreclosing Period), and (bii) to give Purchaser written the other party reasonable notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, to allow the Equityholders’ Representative shall allow Purchaser other party to take possession of such books and records. Purchaser None of the Sellers, Buyer or the Company shall file, amend or cause the amendment of any Tax Return of the Company with respect to any Preclosing Period or agree to an extension of the statute of limitations applicable with respect to such Tax Return, in each case, without the express prior written consent of the other parties hereto. Buyer shall promptly forward to Sellers all notices it receives from the Internal Revenue Service ("IRS") in connection with any taxes relating to the Sellers. Buyer shall not make an election under Section 338(g) or 338(h)(10) of the Internal Revenue Code of 1986, as amended (the Code) and the Equityholders’ Representative further agreeapplicable regulations thereunder or any similar or any applicable analogous provision of federal, upon request, state or local law that would elect to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by treat the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person hereby as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1an asset sale.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Purchaser and the Equityholders’ Representative shall Significant Shareholders will cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes, including any Tax Claim. Such cooperation shall will include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. The Equityholders’ Representative shall Significant Shareholders and Purchaser agree, and Purchaser agrees to cause the Company, (ai) to retain all books and records with respect to Tax matters pertinent relating to the Acquired Companies or their Subsidiaries relating to Company for any taxable period Tax Period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or the Representative, any extensions thereof) of for the respective taxable periodsTax Periods, and to abide by all record retention agreements entered into with any taxing authorityTax Authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative shall Significant Shareholders and Purchaser will, and Purchaser will cause the Company to, allow Purchaser the other party to take possession of such books and records. Purchaser and Purchaser, the Equityholders’ Representative Significant Shareholders further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. PurchaserMacrovision, the Acquired Companies and the Equityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to this Section 8.1 11.6 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall (a) Macrovision agrees to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the Representative so requests, the Equityholders’ Representative Macrovision shall allow Purchaser the Representative to take possession of such books and records. Purchaser and the Equityholders’ Representative further agreeMacrovision agrees, upon request, to cooperate in good faith provide the Representative with all information that the Company Stockholders may be required to mitigatereport pursuant to Code §6043, reduce or eliminate Code §6043A, or Treasury Regulations promulgated thereunder. Macrovision further agrees, upon request, to use its reasonable efforts to obtain any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any withholding tax certificate or other similar document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.[SIGNATURE PAGE FOLLOWS]

Cooperation on Tax Matters. Purchaser(a) Buyer, the Acquired Companies Companies, the Sellers’ Representative and the Equityholders’ Representative shall cooperate fullySellers will cooperate, as and to the extent reasonably requested by the any other party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding (each, a “Tax Proceeding”) with respect to TaxesTaxes imposed on or with respect to the assets, operations or activities of the Companies. Such cooperation shall include Each of the retention Sellers’ Representative and Buyer agrees, upon request of the other, to use commercially reasonable efforts to obtain any certificate or other documentation from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on Buyer, the Companies or the Sellers, including, but not limited to, with respect to the transactions contemplated hereby; provided, however, that neither the Sellers’ Representative nor Buyer will be required to take any action (upon other than any action required by law or by contract or to prevent any breach of a provision of this Agreement other than this sentence) that would impose or increase any obligation on its part, unless the other party’s request) party agrees in writing to indemnify such acting party for the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderincrease in obligation. The Equityholders’ Representative shall Companies and each Seller will (ai) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable period beginning before the Closing Date until thirty (30) days after the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or any Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative shall Companies or the applicable Seller, as the case may be, will allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.

Cooperation on Tax Matters. PurchaserThe parties shall reasonably cooperate, and shall cause their respective Affiliates and their respective directors, officers, employees, agents, auditors and representatives reasonably to cooperate, in preparing and filing all Returns and in resolving all Actions relating to Taxes (“Tax-related Actions”), including maintaining and making available to each other all records reasonably necessary in connection with Taxes of the Acquired Entities and any Taxes relating to the Acquired Assets and the assets or liabilities of the Acquired Entities (including the Excluded Assets and Excluded Liabilities). Notwithstanding anything to the contrary in this Agreement, Buyer and its Affiliates (including, after the Closing, the Acquired Companies Entities) or Sellers and the Equityholders’ Representative shall cooperate fullytheir Affiliates, as applicable, shall retain in their possession, and each party shall provide the other party access to (including the right to make copies of), such supporting books and records and any other materials that the other party may reasonably request with respect to matters relating to Taxes, shall promptly furnish to the extent reasonably requested by the other party, party copies of all correspondence received from any Governmental Authority in connection with any Tax-related Action, and shall execute or cause to be executed powers of attorney or other necessary documents in order for the filing of Tax Returns applicable party to exercise control over any Tax-related Action pursuant to Section 8.1 6.3. Each party shall, and any auditshall cause their Affiliates (which, litigation or other proceeding with respect to Taxes. Such cooperation in the case of Buyer, shall include the retention Acquired Entities after the Closing) to, respond promptly, and in any event no later than thirty (upon 30) days after the receipt of a request from the other party’s requestparty for Tax-related information (including requests for information relating to an information document request or similar request by any Governmental Authority) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall (a) retain all books and records with respect to Tax matters pertinent pertaining to the Acquired Companies Entities or their Subsidiaries the Acquired Assets for any matters relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b) give Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1Taxes.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Transferee and the Equityholders’ Representative Transferor shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's reasonable request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Transferee and Transferor agree (ax) retain to retain, and cause the Company to retain, all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserTransferee or Transferor, any extensions thereof) of the respective taxable periods, and to abide abide, and to cause the Company to abide, by all record retention agreements entered into with any taxing authority, and (by) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so reasonably requests, Transferee and Transferor, as the Equityholders’ Representative case may be, shall allow Purchaser allow, and Transferee shall cause the Company to allow, the other party to take possession of such books and records. Purchaser Transferee and the Equityholders’ Representative Transferor further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies Transferee and their SubsidiariesTransferor further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.1Code (section)6043 and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. PurchaserFollowing the Closing, Buyer and its Affiliates (including, following the Closing, the Acquired Companies Company Entities) and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty (at the requesting Party’s expense), in connection with the preparation and filing of any Tax Returns pursuant Returns, the filing of any amended Tax Return for a Pre-Closing Tax Period (which amended Tax Return may only be filed with the consent of Seller to the extent provided in Section 8.1 6.17(b)(iv)), and any auditTax Action, litigation or other proceeding with respect in each case, to Taxesthe extent relating to the Company Entities. Such cooperation shall include the retention and (upon the other partyParty’s request) the retention and the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Tax Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative Nothing in this Section 6.17 shall require either Party to provide information that is privileged under attorney-client or legal privilege if the disclosure is reasonably expected to result in the loss of such privilege (a) retain all books and records with respect to Tax matters pertinent to it being understood in such case that the Acquired Companies or their Subsidiaries relating to any taxable period beginning before Party withholding such information shall inform the Closing Date until the expiration other Party of the statute general nature of limitations (the information being withheld and, upon such other Party’s request and at such other Party’s sole cost and expense, reasonably cooperate with such other Party to the extent notified by Purchaserprovide such information, any extensions thereof) of the respective taxable periodsin whole or in part, and to abide by all record retention agreements entered into with any taxing authority, and (b) give Purchaser written notice prior to transferring, destroying or discarding in a manner that would not result in any such books loss of privilege). Buyer and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative Seller further agree, upon requestrequest (at the expense of the requesting Party), to cooperate in good faith use commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could Taxes payable by or with respect to the Company Entities. Any information obtained under this Section 6.17 shall be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiarieskept confidential, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents except (i) as may be otherwise necessary in connection with the filing of Tax Returns or appropriate to give effect to this ARTICLE VIIIclaims for refund or in conducting any Tax Action, including Section 8.1or (ii) with the consent of Seller or Buyer, as the case may be.

Cooperation on Tax Matters. PurchaserParent, the Acquired Companies Surviving Corporation and the Equityholders’ Escrow Participant Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Parent, the Surviving Corporation and the Escrow Participant Representative shall agree (aA) to retain all books and records with respect to Tax matters pertinent to each of the Acquired Companies or their Company and the Subsidiaries of the Company relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserParent, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, (B) to deliver or make available to Parent, within sixty (60) days after the Closing Date, copies of all such books and records, and (bC) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Parent, the Equityholders’ Representative Surviving Corporation and the Escrow Participant Representative, as the case may be, shall allow Purchaser the other party to take possession of such books and recordsrecords at such other party’s expense. Purchaser Parent and the Equityholders’ Escrow Participant Representative further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. PurchaserThe Sellers shall, and shall cause each of applicable member of the Acquired Companies Company Group to, and the Equityholders’ Representative shall Purchaser Parent shall, cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 7.11 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided (or made available) hereunder. The Equityholders’ Representative shall Sellers agree (ai) to retain all books and records with respect to Tax matters pertinent to any member of the Acquired Companies or their Subsidiaries Company Group relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Purchaser Parent, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give the Purchaser Parent reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the Purchaser Parent so requests, the Equityholders’ Representative Seller Parent shall allow the Purchaser Parent to take possession of such books and records. The Purchaser and the Equityholders’ Representative further Seller Parent agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining 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 by (including with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. PurchaserEach of Buyer and Seller shall, the Acquired Companies and the Equityholders’ Representative Buyer shall cause its Affiliates to, cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant with respect to Section 8.1 the Copley Midwest Subsidiaries or the Copley Midwest Business and any audit, litigation or other proceeding Proceeding with respect to Taxes, including any Tax Claim. Such cooperation shall include the retention and (upon the request of the other party’s request) the provision of records and information which that are reasonably relevant to any such Tax Returns or audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative Buyer and Seller agree, and Buyer shall cause its Affiliates, (aA) to retain all books and records with respect to Tax matters pertinent relating to the Acquired Companies or their Copley Midwest Subsidiaries relating to for any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Buyer or Seller shall, and Buyer shall cause its Affiliates to, allow Purchaser such party to take possession of such books and records. Purchaser Buyer and the Equityholders’ Representative Seller further agree, upon request, to cooperate in good faith use, and Buyer shall cause its Affiliates to mitigateuse, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree their respective Commercially Reasonable Efforts to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Tax Authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including with respect to any of the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. The Purchaser, the Acquired Companies Shareholder, and the Equityholders’ Representative Company shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of any Tax Returns pursuant to Section 8.1 (including any amended returns) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (and, upon the other party’s 's written request) , the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative Purchaser shall provide, or cause to be provided, earnings and profits (as computed for U.S. federal income tax purposes) of any non-U.S. direct or indirect Subsidiary of the Company for the tax year of such entity that includes the Closing (which need only be an update for such year based on such computations made by any such Subsidiary of the Company while owned directly or indirectly by the Purchaser) and shall provide the Shareholder access to any such Company's books and records and tax receipts with respect to such Tax year. The Parties shall (ai) retain all Tax Returns schedules, books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable Taxable period beginning before first ending after the Closing Date and for all prior periods until the expiration of the statute of limitations (and, to the extent notified by Purchaserpertinent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) give Purchaser provide the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, allow the Equityholders’ Representative shall allow Purchaser other party to take possession of such books and records. Purchaser and Any information obtained under this Section 7.11(d) shall be kept confidential except as may be otherwise necessary in connection with the Equityholders’ Representative further filing of Tax Returns or in a Tax audit or administrative or judicial proceeding of any type related to Taxes. The Parties agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining 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 by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies and their SubsidiariesParties further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary or appropriate required to give effect report to this ARTICLE VIII, including Section 8.1any Governmental Entity.

Cooperation on Tax Matters. PurchaserEach Seller Party, the Acquired Companies Seller Representative and the Equityholders’ Representative Purchaser shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.1 and the conduct of any audit, litigation Action or other proceeding with respect to TaxesTaxes of the Company and its Subsidiaries. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such Tax Return, audit, litigation Action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Each Seller Party and the Seller Representative shall (aA) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Company or Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements Contracts entered into with any taxing authority, and (bB) give Purchaser reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, any Seller Party or the Equityholders’ Representative Seller Representative, as the case may be, shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ The Seller Representative further agreeshall, upon requeston or before October 9, 2020, submit, or cause to be submitted, to cooperate the IRS a Form 8869 and a Form 8832 for PersonfilRx in good faith accordance with Revenue Procedure 2013-30 and Revenue Procedure 2009-41, respectively, and in each case in the form agreed to mitigateby the Parties immediately prior to Closing, reduce (the filing of such Forms together with any additional actions reasonably required to be taken to confirm the entity classification for U.S. federal income (and any applicable state and local income) tax purposes of PersonfilRx as represented in Section 5.9(s), collectively the “Administrative Relief”). Each member of the Seller Parties agrees to supply any information, execute any consents or eliminate affidavits, and fulfill any Tax that could be conditions imposed by the transactions contemplated herebyIRS for the issuance of the Administrative Relief and shall truthfully make all the representations required to be made to the IRS in order to support the Administrative Relief request. In additionPurchaser shall control any interaction with the IRS or any other tasks relating to the Administrative Relief; provided, that prior to submitting any written materials (other than the IRS Form 8869 and IRS Form 8832 described in this Section 7.2(a)) to the IRS or otherwise communicating with the IRS regarding the Administrative Relief, Purchaser and its counsel shall consult with the Equityholders’ Seller Representative agree and shall provide the Seller Representative with the opportunity to cooperate in good faith in obtaining review and comment on any certificate or other document from any Governmental Entity or any other Person as may written materials to be necessary submitted to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1IRS.

Cooperation on Tax Matters. Purchaser, the Acquired Companies The Company and the Equityholders’ Representative Former Subsidiary Holding Company shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns returns pursuant to this Section 8.1 6.15 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of on any material provided hereunder. The Equityholders’ Representative shall Company and the Former Subsidiaries Holding Company agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company, the Company Subsidiary and the Former Subsidiaries relating to any taxable period beginning before the Closing Date Effective Time until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Company or the Former Subsidiaries Holding Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other Party so requests, the Equityholders’ Representative Company or the Former Subsidiaries Holding Company, as the case may be, shall allow Purchaser the other Party to take possession of such books and records. Purchaser The Company and the Equityholders’ Representative Former Subsidiaries Holding Company further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax provide the other Party with all information that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as either Party may be necessary required to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies report pursuant to Code Section 6043 and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1all Treasury regulations promulgated thereunder.

Cooperation on Tax Matters. PurchaserParent, the Acquired Companies Company and the Equityholders’ Holder Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation other administrative proceeding or other inquiry or judicial proceeding with respect to TaxesTaxes (a “Tax Contest”). Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are may be reasonably relevant to any such audit, litigation or other proceeding Tax Contest and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Parent, the Company and the Holder Representative shall agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period Tax Period beginning before the Closing Date until the expiration of the applicable statute of limitations (and, to the extent notified by PurchaserParent, any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing authority, Governmental Body and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, Parent, the Equityholders’ Representative Company and the Holder Representative, as the case may be, shall allow Purchaser the other party to take possession of such books and recordsrecords at such other party’s expense. Purchaser and If any dispute with respect to a Tax Return is not resolved prior to the Equityholders’ Representative further agreedue date of such Tax Return, upon requestsuch Tax Return shall be filed in the manner which the party responsible for preparing such Tax Return deems correct, without prejudice to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and rights of the Equityholders’ Representative agree to cooperate in good faith in obtaining 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 by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1party.

Cooperation on Tax Matters. Purchaser, Each of the Acquired Companies and the Equityholders’ Representative shall Parties agrees to cooperate fully, as and to the extent reasonably requested by the any other partyParty, in connection with the filing of Tax Returns pursuant to this Section 8.1 7(a) and any audit, litigation or other proceeding with respect to TaxesTaxes of the Company or any of its Subsidiaries for any taxable period beginning prior to the Closing Date. Such cooperation shall include the retention and (upon the other party’s requestreasonable request of Purchaser or Parent, as the case may be) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Company and its Subsidiaries, on the one hand, and on the other, Seller and Parent, agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company and its Subsidiaries relating to any taxable period beginning before prior to the Closing Date until the expiration of the statute of limitations applicable thereto (and, to the extent notified by PurchaserPurchaser or Parent, any extensions thereof) of the respective taxable periods), and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser Parent or Purchaser, as applicable, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requestsrequested by Parent or Purchaser, as the Equityholders’ Representative case may be, Purchaser, Company and its Subsidiaries, on the one hand, and on the other, Seller and Parent, shall allow Purchaser Parent or Purchaser, as applicable, to take possession of such books and records. Purchaser and the Equityholders’ Representative Parent further agree, upon requestthe request of the other Party, to cooperate in good faith to mitigateprovide such other Party with all information that Parent, reduce Seller or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as Company may be necessary required to mitigate, reduce report pursuant to Sections 6043 or eliminate any Tax that could be imposed by 6043A of the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, Code or the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Parent and the EquityholdersSecurityholders’ Representative shall will cooperate fully, as and to the extent reasonably requested by the other another party, in connection with the filing of (i) any Tax Returns pursuant Return or amended Tax Return with respect to Section 8.1 and any taxable period beginning before the Closing Date, (ii) audit, or (iii) litigation or other proceeding with respect to Taxes. Such cooperation shall will include the retention and (upon the other party’s reasonable request) the provision of records and information which that are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The EquityholdersParent, the Company, the Surviving Corporation and the Securityholders’ Representative shall will (ai) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserParent or the Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) give Purchaser the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser any other party so requests, Parent or the Equityholders’ Representative shall Surviving Corporation, as the case may be, will allow Purchaser the other parties to take possession of such books and records. Purchaser Parent and the EquityholdersSecurityholders’ Representative further agree, upon request, to cooperate in good faith use their reasonable best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax of the Company, the Surviving Corporation, the Company Subsidiaries or Parent that could be imposed by (including with respect to the transactions contemplated herebyby this Agreement). The Acquired Companies and their SubsidiariesNotwithstanding anything to the contrary in this Agreement, Purchaser, the Sellers, and their respective Affiliates Securityholders’ Representative shall execute and deliver such powers of attorney and other documents as may be necessary have no obligation to prepare or appropriate to give effect to this ARTICLE VIII, including Section 8.1file any Tax Return.

Cooperation on Tax Matters. PurchaserBuyer, the Acquired Companies Companies, the Securityholders' Representatives and the Equityholders’ Representative Selling Securityholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation or other proceeding with respect to TaxesTax Proceeding. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such auditTax Proceeding, litigation or other proceeding the provision of powers of attorney and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Buyer, the Acquired Companies, the Securityholders' Representatives, and the Selling Securityholders' agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchasernotified, any extensions thereof) of the respective taxable Taxable periods, plus 60 days, and to abide by all record retention agreements entered into with any taxing Taxing authority, (ii) to deliver or make available to Buyer on the Closing Date, copies of all such books and records, and (biii) give Purchaser written notice prior to transferringif the other party so requests in writing, Buyer, the Acquired Companies, the Securityholders' Representatives, and the Selling Securityholders, as the case may be, shall, before destroying or discarding any such books and records andrecords, if Purchaser so requests, allow the Equityholders’ Representative shall allow Purchaser other party to take possession of them at such books and recordsother party's expense. Purchaser Buyer and the Equityholders’ Representative Securityholders' Representatives further agree, upon request, to cooperate in good faith use their commercially reasonable best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining 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 by (including with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. Purchaser(a) Subject to Section 6.05(b), Rxxx, Exxxxxx and JV NewCo agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business, the Acquired Companies Purchased Assets, the Assumed Liabilities and the EquityholdersEmerald Entities (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for, prosecution or defense of any Tax Proceeding by any Taxing Authority, to the extent related to Pre-Closing Tax Periods or the transactions contemplated by the Transaction Documents (including, for the avoidance of doubt, the Pre-Closing Restructuring). Rxxx, Exxxxxx and the Emerald Entities shall (i) retain all books and records with respect to such Taxes pertaining to the Business, the Purchased Assets, the Assumed Liabilities or the Emerald Entities until the expiration of any applicable statute of limitations and abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority, and (ii) use commercially reasonable efforts to provide each other party with at least thirty (30) days’ Representative prior written notice before destroying any such books and records, during which period the party receiving the notice can elect to take possession, at its own expense, of such books and records. Without limiting the rights of any party provided by Section 6.06, Exxxxxx, Xxxx and JV NewCo shall cooperate with each other fully, as and to the extent reasonably requested by the other partyparties, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation conduct of any material provided hereunder. The Equityholders’ Representative shall (a) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Proceeding relating to any taxable period beginning before such Taxes involving the Closing Date until Business, the expiration of Purchased Assets, the statute of limitations (andAssumed Liabilities or the Emerald Entities, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and related to abide by all record retention agreements entered into with any taxing authority, and (b) give Purchaser written notice prior to transferring, destroying Pre-Closing Tax Periods or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their SubsidiariesTransaction Documents (including, Purchaserfor the avoidance of doubt, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1Master Step Plan).

Cooperation on Tax Matters. PurchaserBuyer, on the Acquired Companies one hand, and Sellers, on the Equityholders’ Representative other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Buyer and Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to each of the Acquired Companies or their Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing Taxing authority, (B) to deliver or make available to Buyer, within sixty (60) days after the Closing Date, copies of all such books and records, and (bC) to give Purchaser the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other Party so requests, Buyer, on the Equityholders’ Representative one hand, and Sellers, on the other hand, as the case may be, shall allow Purchaser the other Party to take possession of such books and recordsrecords at such other Party’s expense. Purchaser Buyer and the Equityholders’ Representative Sellers further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. PurchaserThe Parent, the Acquired Companies Company, and the EquityholdersSecurityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees or knowledgeable agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The EquityholdersParent, Company, and the Securityholders’ Representative shall agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Parent or the Securityholders’ Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the EquityholdersParent, or the Securityholders’ Representative Representative, as the case may be, shall allow Purchaser the other party, at such party’s sole cost, to take possession or make copies of such books and records. Purchaser The Parent and the EquityholdersSecurityholders’ Representative further agree, upon reasonable request, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. Purchaser, the Acquired Companies The Purchaser and the Equityholders’ Representative Shareholders shall cooperate fully, and the Purchaser shall cause the Corporation to cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.1 Returns, and any audit, litigation or other proceeding Legal Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Legal Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Purchaser and the Shareholders agree: (ai) to retain (or cause to be retained) all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Corporation relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or the Shareholders, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, ; and (bii) to give Purchaser the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser any Party receiving such notice so requests, the Equityholders’ Representative Purchaser or the Shareholders, as the case may be, shall allow Purchaser the requesting Party to take possession of such books and records. Purchaser The Purchaser, Corporation and the Equityholders’ Representative Shareholders further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce obtain (or eliminate any Tax that could cause to be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtained) any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by on the Corporation or the Shareholders (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. Purchaser, the Acquired Companies Purchaser and the EquityholdersMembers’ Representative shall will cooperate fully, as and to the extent reasonably requested by the other another party, in connection with the filing of (i) any Tax Returns pursuant Return or amended Tax Return with respect to Section 8.1 and any taxable period beginning before the Closing Date, (ii) audit, or (iii) litigation or other proceeding with respect to Taxes. Such cooperation shall will include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The EquityholdersPurchaser, the Company and the Members’ Representative shall will (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserPurchaser or the Company, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bii) to give Purchaser the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser any other party so requests, Purchaser will allow the Equityholders’ Representative shall allow Purchaser other parties to take possession of such books and records. Purchaser and the EquityholdersMembers’ Representative further agree, upon request, to cooperate in good faith use their reasonable best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax of the Company, its Subsidiaries or Purchaser that could be imposed by (including with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to by this ARTICLE VIII, including Section 8.1Agreement).

Cooperation on Tax Matters. Purchaser, the Acquired Companies (i) The Buyer and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the preparation and filing of Tax Returns pursuant to this Section 8.1 9(h) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative Buyer and the Seller shall (a) retain all books and records in their possession with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any whole or partial taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Buyer or the Seller, any extensions thereof) of the respective taxable periodsperiods (the “Records”), and to abide by all record retention agreements entered into with any taxing authority. Following the Closing Date, each Party shall afford the other Party and its accountants, and (b) give Purchaser written notice prior to transferringcounsel, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative further agreeduring normal business hours, upon reasonable request, full access to cooperate in good faith the Records and to mitigate, reduce such Party’s employees to the extent that such access may be requested for purposes of preparing or eliminate filing any Tax that could be imposed by the transactions contemplated hereby. In additionReturn, Purchaser and the Equityholders’ Representative agree claiming any refund with respect to cooperate in good faith in obtaining Taxes or defending any certificate audit or other document from proceeding with respect to Taxes at no cost to the Party accessing the Records (other than for reasonable out-of-pocket expenses); provided that such access shall not be construed to require the disclosure of Records that would cause the waiver of any Governmental Entity attorney-client, work product, or like privilege or cause the breach of any other Person as may be necessary to mitigateconfidentiality agreement; provided, reduce or eliminate further, that in the event of any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates litigation nothing herein shall execute and deliver such powers limit either Party’s rights of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1discovery under applicable Law.

Cooperation on Tax Matters. Purchaser, the Acquired Companies Buyer and the Equityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Sellers agree (a) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries NPS Entities relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Sellers shall allow Purchaser the other party to take possession of such books and records in the event that Seller is going to destroy or discard such books and records or provide Buyer with copies of such books and records in the event that Seller is going to transfer such books and records. Purchaser Buyer and the Equityholders’ Representative Sellers further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies Buyer and their SubsidiariesSellers further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.16043 of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. PurchaserBuyer, the Acquired Companies Target Entities and the Equityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Article VIII and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Target Entities and Sellers agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Target Entities relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserBuyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Target Entities or Sellers, as the case may be, shall allow Purchaser the other party to take possession of copies of such books and records. Purchaser (a) Buyer and the Equityholders’ Representative Sellers further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies (b) Buyer and their SubsidiariesSellers further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary required to report pursuant to Code Section 6043, Code Section 6043A or appropriate to give effect to this ARTICLE VIII, including Section 8.1Treasury Regulations promulgated thereunder. 8.5.

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

Cooperation on Tax Matters. Purchaser(a) Subject to Section 6.6(b), Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business, the Acquired Companies Purchased Assets, the Assumed Liabilities and the EquityholdersPurchased Subsidiaries (including access to books and records) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes (including, for the avoidance of doubt, making a Section 338(g) Election), the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Buyer and Seller shall (i) retain all books and records with respect to Taxes pertaining to the Business, the Purchased Assets, the Assumed Liabilities or the Purchased Subsidiaries until the expiration of any applicable statute of limitations and abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority, and (ii) use commercially reasonable efforts to provide the other party with at least 30 days’ Representative prior written notice before destroying any such books and records, during which period the party receiving the notice can elect to take possession, at its own expense, of such books and records. Except as otherwise provided by Section 6.7, Seller and Buyer shall cooperate with each other fully, as and to the extent reasonably requested by the other party, in connection with the filing conduct of Tax Returns pursuant to Section 8.1 and any audit, litigation audit or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall (a) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable period beginning before Taxes involving the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b) give Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requestsBusiness, the Equityholders’ Representative shall allow Purchaser to take possession of such books Purchased Assets, the Assumed Liabilities or the Purchased Subsidiaries. Seller, Buyer and records. Purchaser and the Equityholders’ Representative their respective Affiliates further agree, upon request, to cooperate in good faith use their commercially reasonable efforts to obtain any certificate or other document from any Taxing Authority or any other Person or take any other action as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed by on any party (including with respect to the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity by this Agreement or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1Transaction Document).

Cooperation on Tax Matters. PurchaserBuyer, the Acquired Companies Companies, the Securityholders’ Representative and the Equityholders’ Representative Selling Securityholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation or other proceeding with respect to TaxesTax Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such auditTax Proceeding, litigation or other proceeding the provision of powers of attorney and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The EquityholdersBuyer, the Acquired Companies, the Securityholders’ Representative shall Representative, and the Securityholders’ agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchasernotified, any extensions thereof) of the respective taxable Taxable periods, plus 60 days, and to abide by all record retention agreements entered into with any taxing authorityTaxing authority,(ii) to deliver or make available to Buyer on the Closing Date, copies of all such books and records, and (biii) give Purchaser written notice prior to transferringif the other party so requests in writing, Buyer, the Acquired Companies, the Securityholders’ Representative, and the Selling Securityholders, as the case may be, shall, before destroying or discarding any such books and records andrecords, if Purchaser so requests, allow the Equityholders’ Representative shall allow Purchaser other party to take possession of them at such books and recordsother party’s expense. Purchaser Buyer and the EquityholdersSecurityholders’ Representative further agree, upon request, to cooperate in good faith use their reasonable best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining 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 by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1).

Cooperation on Tax Matters. Purchaser(i) Following the Closing, Buyer and its Affiliates (including, following the Closing, the Acquired Companies Company Entities) and the Equityholders’ Representative Seller shall cooperate fully, as and to the extent reasonably requested by the other partyParty (and at the requesting Party’s expense), in connection with the preparation and filing of any Tax Returns pursuant Returns, the filing of any amended Tax Return for a Pre-Closing Tax Period (which amended Tax Return may only be filed with the consent of Seller (not to be unreasonably withheld, conditioned or delayed) to the extent provided in Section 8.1 4.2(a)(ii)), and any auditTax Action, litigation or other proceeding in each case, with respect to Taxesthe Transferred Assets or the Transferred Business. Such cooperation shall include the retention and (upon the other partyParty’s request) the retention and the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding Tax Action and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall (a) retain all books Buyer and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (b) give Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative Seller further agree, upon requestrequest (at the expense of the requesting Party), to cooperate in good faith use commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax such Taxes payable by or with respect to the Transferred Assets or the Transferred Business. Nothing in this Section 4.2 shall require either Party to provide information that could is privileged under attorney-client or legal privilege if the disclosure is reasonably expected to result in the loss of such privilege (it being understood in such case that the Party withholding such information shall inform the other Party of the general nature of the information being withheld and, upon such other Party’s request and at such other Party’s sole cost and expense, reasonably cooperate with such other Party to provide such information, in whole or in part, in a manner that would not result in any such loss of privilege). Any information obtained under this Section 4.2 shall be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiarieskept confidential, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents except (i) as may be otherwise necessary in connection with the filing of Tax Returns or appropriate to give effect to this ARTICLE VIIIclaims for refund or in conducting any Tax Action, including Section 8.1or (ii) with the consent of Seller or Buyer, as the case may be.

Cooperation on Tax Matters. Purchaser, the Acquired Companies (i) The Surviving Corporation and the Equityholders’ Representative CCI shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 this Article XI and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Surviving Corporation and CCI agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Cohig relating to any taxable Taxable period beginning before the Closing Date date hereof until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Surviving Corporation or CCI, any extensions thereof) of the respective taxable Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Surviving Corporation or CCI, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser ; (ii) the Surviving Corporation and the Equityholders’ Representative CCI further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby. The Acquired Companies ); and their Subsidiaries(iii) the Surviving Corporation and CCI further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.16043 of the Code and Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. PurchaserMDTO, the Acquired Companies SELLER and the Equityholders’ Representative Equityholders shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.1 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s 's request) the provision of records and information which are relating to SELLER for a minimum of seven (7) years after Closing to the extent that such information may be reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall MDTO and the Equityholders agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries SELLER relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by PurchaserMDTO or the Equityholders, any extensions thereof) of the respective taxable periodsperiods (and at least seven (7) years from the Closing Date), and to abide by all record retention agreements entered into with any taxing authority, and (bB) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, MDTO or the Equityholders’ Representative , as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser MDTO and the Equityholders’ Representative Equityholders further agree, upon request, to cooperate in good faith use their best efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby) without the imposition of a countervailing Tax or loss of Tax attributes on or by the Party to whom such request is directed. The Acquired Companies MDTO and their Subsidiariesthe Equityholders further agree, Purchaserupon request, to provide the Sellers, other party with all information that either party may need to prepare any and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1all tax returns.

Cooperation on Tax Matters. The Purchaser, the Acquired Companies Corporation and Glutino USA, and the Equityholders’ Representative Vendor shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to Section 8.1 8.2 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding and proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, as well as causing the Corporation or Glutino USA to re-file any Tax Returns in order to claim additional deductions or credits that may arise as a result of such audit, litigation or proceeding; provided that the party seeking such cooperation shall be responsible for, and shall reimburse the other party, for all reasonable out-of-pocket expenses incurred in connection with such cooperation. The Equityholders’ Representative shall Corporation and Glutino USA and the Vendor agree (ai) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Corporation and/or Glutino USA relating to any taxable period beginning ending before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Purchaser or the Vendor, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (bii) to give Purchaser the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other party so requests, the Equityholders’ Representative Corporation and Glutino USA or the Vendor, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.

Cooperation on Tax Matters. Purchaser(a) The Buyer, the Acquired Companies Company and the Equityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other partyParty, in connection with the preparation, filing and execution of the Company’s and Seller’s Tax Returns pursuant to Section 8.1 and any audit, litigation investigation, litigation, Claim or other proceeding Proceeding with respect to TaxesTaxes (“Tax Proceeding”). Such cooperation shall include the retention and (upon the other partyParty’s request) the provision of records and information which are reasonably relevant to any such audit, litigation filing of Tax Returns or other proceeding any such Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder (in a manner that does not unreasonably disrupt the other Party’s personnel and operations and which may require execution of confidentiality agreements or access letters). The Equityholders’ Buyer and its Affiliates (in a manner that does not unreasonably disrupt the Company’s personnel and operations and which may require execution of confidentiality agreements or access letters) shall provide the Representative shall (a) retain all books or its designated representatives with such financial information or other documents as are reasonably requested by the Representative as necessary or desirable in connection with the preparation and records with respect to filing of any Tax matters pertinent to Returns of the Acquired Companies or their Subsidiaries relating Seller related to any taxable period beginning before Pre-Closing Tax Period (or any portion thereof). The Party making the Closing Date until request for cooperation shall reimburse the expiration of other Party for any out-of-pocket expenses associated with the statute of limitations (and, to the extent notified cooperation contemplated by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and this Section 8.4. (b) give Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser The Buyer and the Equityholders’ Representative further agree, upon request, and at the sole expense of the requestor, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity or any other Person or to take such other commercially reasonable action as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by on any Party (including, but not limited to, with respect to the transactions contemplated hereby). The Acquired Companies and their Subsidiaries, Purchaser, the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1.8.5

Cooperation on Tax Matters. Purchaser, the Acquired Companies (i) The Buyer and the Equityholders’ Representative Seller Entities shall cooperate fully, as and to the extent reasonably requested by the other partyParties, in connection with the filing of Tax Returns pursuant to this Section 8.1 8 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s Party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall Buyer and the Seller Entities agree (aA) to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaserthe Buyer or the Seller Entities, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (bB) to give Purchaser the other Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser another Party so requests, the Equityholders’ Representative Buyer or the Seller Entities, as the case may be, shall allow Purchaser the other party to take possession of such books and records. Purchaser (ii) The Buyer and the Equityholders’ Representative Seller Entities further agree, upon request, to cooperate in good faith use commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including, but not limited to, with respect to the transactions contemplated hereby). (iii) The Acquired Companies Buyer and their Subsidiariesthe Seller Entities further agree, Purchaserupon request, to provide the Sellers, and their respective Affiliates shall execute and deliver such powers of attorney and other documents as party with all information that either party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.1.6043 of the Code and all Treasury Department Regulations promulgated thereunder. (f)

Cooperation on Tax Matters. Purchaser, the Acquired Companies Parent and the EquityholdersSurviving Corporation, on the one hand, and the Stockholders’ Representative Representative, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other partyrequested, in connection with the filing of Tax Returns pursuant to Section 8.1 this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are may be reasonably relevant to any such Tax audit, litigation or other proceeding and making employees appropriate persons available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative Parent and the Surviving Corporation shall (ai) retain all books and records with respect to Tax matters pertinent to the Acquired Target Companies or their Subsidiaries relating to any taxable Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchasernotified, any extensions thereof) of the respective taxable Tax periods, and to abide by all record retention agreements entered into with any taxing Tax authority, (ii) deliver or make available to Parent on the Closing Date, originals or accurate copies of all such books and records, and (biii) give Purchaser Parent or the Stockholders’ Representative, as the case may be, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser Parent, the Surviving Corporation or the Stockholders’ Representative so requests, Parent, the EquityholdersSurviving Corporation or the Stockholders’ Representative Representative, as the case may be, shall allow Purchaser the requesting party to take possession of such books and recordsrecords at such requesting party’s expense. Purchaser Parent and the EquityholdersStockholders’ Representative further agree, upon requestrequest and at the requesting party’s expense, to cooperate in good faith use their commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including with respect to the transactions contemplated hereby). The Acquired Companies and their SubsidiariesParties further agree, Purchaserupon request, the Sellers, and their respective Affiliates shall execute and deliver to provide each other Party with all information that such powers of attorney and other documents as Party may be necessary required to report pursuant to Code §6043, or appropriate Code §6043A, or Treasury Regulations promulgated thereunder. Upon request, each Company Stockholder shall promptly deliver to give effect to this ARTICLE VIIIParent a completed and duly executed IRS Form W-8 or W-9, including Section 8.1as applicable (or any successor form).

Cooperation on Tax Matters. PurchaserBuyer and Seller shall cooperate fully, the Acquired Companies and the Equityholders’ Representative Buyer and Seller shall each cause each of its Affiliates to cooperate fully, as and to the extent reasonably requested in writing by the other partyParty, in connection with the filing of Tax Returns pursuant to Section 8.1 and any audit, litigation examination, inquiry, claim for refund, lawsuit, Action, claim, arbitration, mediation or other proceeding at Law or in equity by or before a Taxing Authority with respect to TaxesTaxes relating to the Purchased Assets with respect to any Pre-Closing Tax Period or Straddle Tax Period (each a “Tax Claim”). Such cooperation shall include the retention and (upon the other party’s request) the provision of access to records and information which are reasonably relevant to any such auditTax Return or Tax Claim, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderhereunder and executing powers of attorney. The Equityholders’ Representative Seller and Buyer shall, and Buyer shall cause its Affiliates to (a) retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries Business and the Purchased Assets relating to any taxable period beginning before Pre-Closing Tax Period for six (6) years following the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authorityTaxing Authority, and (b) to give Purchaser written the other Party reasonable notice prior to transferring, destroying or discarding any such books and records and, if Purchaser the other Party so requests, Seller and Buyer shall, and Buyer shall cause its Affiliates to, allow the Equityholders’ Representative shall allow Purchaser other Party, at such other Party’s expense, to take possession of such books and records. Purchaser Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to transfer to Buyer any Tax Returns or other Tax work papers of Seller or any of the Retained Subsidiaries; provided that Seller shall provide to Buyer copies of any such Tax Returns that relate primarily to the Business or the Purchased Assets. Buyer and the Equityholders’ Representative further Seller each agree, upon request, to cooperate in good faith use commercially reasonable efforts to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax (including any Transfer Taxes) that could be imposed by imposed, including with respect to the transactions contemplated herebyby this Agreement. The Acquired Companies In the event Seller or one of its Affiliates is required by applicable Law to file the Tax Return in respect of Tax for a Pre-Closing Tax Period or a Straddle Tax Period that is an Assumed Liability, Seller shall provide a draft of such Tax Return as soon as practicable for Buyer’s review, comment and their Subsidiaries, Purchaser, approval prior to the Sellers, and their respective Affiliates filing thereof. Seller shall execute and deliver make such powers of attorney and other documents changes to such Tax Return as may be necessary or appropriate to give effect to this ARTICLE VIII, including Section 8.1reasonably requested by Buyer.

Cooperation on Tax Matters. Purchaser, the Acquired Companies and the Equityholders’ Representative shall The Parties will cooperate fully, as and to the extent reasonably requested by Buyer or the other partySellers’ Representative, in connection with the filing and preparation of Tax Returns pursuant to Section 8.1 this Article IX and any audit, litigation or other proceeding with respect to TaxesProceeding related thereto. Such cooperation shall will include the retention and (and, upon the other party’s request) request of Buyer or the Sellers’ Representative, the provision of records and information which that are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall (a) Buyer will cause the Companies to retain all books and records with respect to Tax matters pertinent to the Acquired Companies or their Subsidiaries relating to any taxable Taxable period beginning before the Closing Date until the expiration of the statute or period of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable Taxable periods. Upon the request of Buyer or the Sellers’ Representative, and the Parties will (i) provide Buyer or the Sellers’ representative, as applicable, with all information that any Party may be required to abide by all record retention agreements entered into with any taxing authority, report pursuant to Code § 6043(c) and (bii) give Purchaser written notice prior use commercially reasonable efforts to transferring, destroying or discarding any such books and records and, if Purchaser so requests, the Equityholders’ Representative shall allow Purchaser to take possession of such books and records. Purchaser and the Equityholders’ Representative further agree, upon request, to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by (including with respect to the transactions contemplated herebyTransactions). The Acquired Companies and their SubsidiariesNotwithstanding anything in Article IX to the contrary, Purchaser, the SellersBuyer shall not, and their respective Affiliates shall execute and deliver not allow any of the Companies to, amend, modify, or otherwise change any Tax Return that relates to any Pre-Closing Tax Period or take any action to extend the applicable statute of limitations with respect to any such powers Tax Return, in each case unless (i) otherwise required by Law or (ii) Buyer or the applicable Company has received prior written permission of attorney and Sellers’ Representative. Any other documents as may provision of this Agreement notwithstanding, no election under Section 338(g) of the Code shall be necessary made with respect to any of the Companies or appropriate to give effect to this ARTICLE VIII, including Section 8.1Buyer’s purchase of any of the Companies.

Cooperation on Tax Matters. The Purchaser, the Acquired Companies Company and the Equityholders’ Representative Sellers shall cooperate fully, as and to the extent reasonably requested by the other partyothers, in connection with the filing of Tax Returns pursuant to Section 8.1 Sections 7.2 and 7.3 or otherwise, and any audit, litigation litigation, or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return filing, audit, litigation litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Equityholders’ Representative shall (a) retain Sellers agree that all books and records in their possession with respect to Tax matters pertinent to the Acquired Companies Company or their Subsidiaries relating to any taxable period beginning before Subsidiary are the Closing Date until the expiration property of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by Company. The Sellers shall deliver all record retention agreements entered into with any taxing authority, and (b) give Purchaser written notice prior to transferring, destroying or discarding any such books and records and, if Purchaser so requeststo the Company prior to Closing. After the Closing, the Equityholders’ Representative Company shall allow Purchaser make available to take possession of the Sellers such books and recordsrecords to the extent reasonably necessary for the Sellers’ filing of Tax Returns pursuant to Section 7.2 or for any other reasonable purpose related to the Sellers’ ownership of the Company prior to the Closing, provided, however, that in no event will any Seller be entitled to information under this Section in connection with any litigation or dispute among the parties. Purchaser If requested by the Purchaser, the Company and the Equityholders’ Representative further agree, upon request, Sellers will cooperate with the Purchaser to cooperate in good faith to mitigate, reduce or eliminate any Tax that could be imposed by the transactions contemplated hereby. In addition, Purchaser and the Equityholders’ Representative agree to cooperate in good faith in obtaining obtain any certificate or other document from any Governmental Entity governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed by upon the transactions Company or any Subsidiary (including, but not limited to, with respect to the Transactions contemplated hereby). [The Acquired Companies and their Subsidiaries, Purchaser, the SellersCompany and the Sellers further agree, and their respective Affiliates shall execute and deliver such powers of attorney and upon request, to provide the other documents as parties with all information that any party may be necessary or appropriate required to give effect report pursuant to this ARTICLE VIII, including Section 8.16043 of the Code and all Treasury Department Regulations promulgated thereunder.]