Common use of Cooperation on Tax Matters Clause in Contracts

Cooperation on Tax Matters. (i) Acquirer and the Contributor Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) The Acquirer Parties and the Contributor Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to for taxable periods beginning on or before the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesContribution Closing Date. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Midstream Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Midstream Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY the Contributors shall promptly notify each other upon receipt by such Party party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, with respect to any audit, litigation or other proceeding with respect to any Taxes for any period beginning before the Contribution Closing Date that could change the amount of income allocable to any Contributor Party (i) any Contributor Party may elect at any time to (A) assume control of such proceeding if such proceeding could not materially change the amount of income allocable to partners of Crosstex MLP other than the Contributor Parties or (B) jointly control such proceeding (along with the Acquirer Parties) in cases where such proceeding could materially change the amount of income allocable to partners of Crosstex MLP other than the Contributor Parties. In any case, a Party controlling any proceeding described in this paragraph shall keep the Contributor Parties other Party reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect effect any such settlement or compromise with respect to which any Contributor that could adversely impact the other Party is liable pursuant to Section 8.1(c) without obtaining such Contributor other Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. The Parties shall, and shall each cause its Affiliates to, cooperate in (i) Acquirer providing any information reasonably necessary to allow Purchaser or the Company to comply with any information reporting contained in the Code or other Applicable Laws with respect to the Purchase Assets and/or the Assumed Liabilities; (ii) providing certificates or forms, and the Contributor Parties shall cooperate fullytimely executing any Tax Return, as reasonably requested, that may be necessary or appropriate to establish an exemption for (or reduction in) any Transfer Tax; and (iii) providing records and information that are reasonably relevant to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other Tax proceeding with respect to Taxes related to the transactions pursuant to this Agreement, Purchased Assets and/or the Acquired Assets or the Propane Group EntitiesAssumed Liabilities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such auditTax Returns, litigation Tax liability, or audit or other proceeding proceeding. Each Party will retain all Tax Returns and making employees available on related records and materials of Company for the basis Tax periods first ending after the Closing Date and for all prior Tax periods until the expiration of reasonable best efforts to provide additional information and explanation the applicable statute of any material provided hereunder. Prior limitations (and, to the destruction extent the other Party reasonably requests, any extensions thereof) for the Tax periods to which the Tax Returns and other records and materials relate, and abide by any applicable record retention agreements entered into with any Governmental Authority. Thereafter, the Party holding such Tax Returns or discarding related records or materials may dispose of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each them provided that such Party shall give the other Party reasonable written the notice andin accordance with Section 9.2 prior to doing so, and if the other Party so requests, shall itself allow, or cause the Propane Group Entities to requests allow the other Party to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense make copies of such Tax claim in accordance with and subject Returns or related records or materials. Each Party shall make its employees reasonably available on a mutually convenient basis (at the cost of the party requesting access to the conditions set forth in Section 8.4(c); such employees) to provide explanation of any documents or information so provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (ia) Acquirer Buyer, Holdings, the Company and the Contributor Parties each of Company’s Subsidiaries shall cooperate fullyprovide to Sellers’ Representative, and Sellers’ Representative shall provide to Buyer, such material and relevant information, without charge and in a timely fashion, as and to each may reasonably request of the extent reasonably requested by the other Partyother, in connection with the filing of Tax Returns pursuant to this Article 12 and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreementimposed on Holdings, the Acquired Assets Company or the Propane Group EntitiesCompany’s Subsidiaries. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request, at the other party’s cost and expense and at the time and place mutually agreed upon by the parties) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior , to the destruction or discarding extent such information and/or explanation is readily available and within the control of the party to which such request is made. The responsibility to retain records and information shall include the responsibility to (i) retain such records and information as are required to be retained by any applicable Tax authority and (ii) retain such records and information in machine-readable format where appropriate such that the requesting party shall be able to readily access such records and information. Holdings, the Company, each of Company’s Subsidiaries, Buyer, Sellers and ACAS agree (A) to retain all books and records with respect to Tax matters pertinent to Holdings, the Acquired Assets or the Propane Group Entities Company and Company’s Subsidiaries relating to any taxable period beginning ending on or before prior to the Contribution Closing Date, each Party shall and to abide by all record retention arrangements entered into with any Tax authority with respect thereto, and (B) to give the other Party party reasonable written notice and, if and receive the consent of the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consentparty, which consent shall not be unreasonably withheld, conditioned prior to transferring, destroying or delayeddiscarding any such books and records. The requesting party shall reimburse the other party for any reasonable out-of-pocket expenses, or costs of making employees available, upon receipt of reasonable documentation of such expenses or costs. Any information or explanation obtained pursuant to this Section shall be maintained in confidence, except (1) as may be legally required in connection with claims for refund or in conducting or defending any Tax audit or other proceeding or (2) to the extent the disclosing party provides written permission for such disclosure.

Cooperation on Tax Matters. (i) Acquirer Purchaser and the Contributor Parties Seller shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns (including the execution thereof) and any audit, investigation, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this AgreementTaxes, the Acquired Assets or the Propane Group Entitiesincluding any Tax Proceeding. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. Prior 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 destruction or discarding requesting party within 25 days of any the request therefor. Seller and Purchaser agree, and Purchaser agrees to cause the Acquired Company and the Subsidiaries, (i) to retain all books and records with respect to Tax matters pertinent to the such Acquired Assets Company or the Propane Group Entities Subsidiaries relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Purchaser or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing or other Governmental Authority, and (ii) to give the other Party reasonable party ninety (90) days written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, Seller and Purchaser shall, and Purchaser shall itself allow, or cause the Propane Group Entities to Acquired Company and the Subsidiaries to, allow the other Party party to take, take possession of such books and records. In connection with Purchaser and Seller further agree, upon request, to use their commercially reasonable efforts to obtain any audit, litigation certificate or other proceeding document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt transactions contemplated by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(cthis Agreement), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Buyer and Seller shall cooperate fully, and Buyer and Seller shall cause each of their Affiliates, including the Contributor Parties shall Purchased Subsidiaries, to cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation, execution and filing of Tax Returns pursuant to Section 7.04(a) or otherwise with respect to any Pre-Closing Tax Period and any audit, litigation examination, inquiry, claim for refund, lawsuit, action, claim, arbitration, mediation or other proceeding at law or in equity by or before a Taxing Authority with respect to Taxes related (each a “Tax Claim”) relating to the transactions pursuant to this Agreement, the Acquired Purchased Assets or of the Propane Group EntitiesPurchased Subsidiaries with respect to any Pre-Closing Tax Period. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of access to records and information in such Party’s possession that which are reasonably relevant to any such auditTax Return or Tax Claim, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunderhereunder and executing powers of attorney. Prior Seller and Buyer shall, and shall cause their Affiliates, including the Purchased Subsidiaries, to the destruction or discarding of any (a) retain all books and records with respect to Tax matters pertinent to the Acquired Business, the Purchased Assets or and the Propane Group Entities operations of the Purchased Subsidiaries relating to any taxable period beginning on or before Pre-Closing Tax Period for six (6) years following the Contribution Closing DateInitial Closing, each Party shall and (b) to give the other Party reasonable ninety (90) days written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requestsrequests within thirty (30) days of such notice, Seller and Buyer shall, and shall itself allowcause their Affiliates, or cause including the Propane Group Entities to Purchased Subsidiaries, to, allow the other Party to take, take possession of such books and records. In connection with Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to transfer to Buyer any audit, litigation Tax Returns or other proceeding Tax work papers that include Seller or any of the Retained Subsidiaries (provided Seller shall be required to provide information reasonably requested by Buyer for the purpose of complying with Tax Laws pertaining to the Purchased Assets and the Purchased Subsidiaries). Buyer and Seller each agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to Taxes related the transactions contemplated by this Agreement). All third party out-of-pocket costs incurred by a Party to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt comply with a request by such another Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to this Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties 7.03 shall be entitled, at borne by the expense of requesting Party unless the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense proximate cause of such Tax claim in accordance with and subject to request is a breach of a representation of covenant by the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayednon-requesting Party.

Cooperation on Tax Matters. (i) Acquirer Subject to Section 7.1.2, Buyer and the Contributor Parties each Seller shall, and shall cooperate fullycause their respective Affiliates to, provide each other with such cooperation and information as and any of them reasonably may request in connection with any Tax matters relating to the extent Acquired Companies. Such cooperation and information will include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Taxing Authorities, including Buyer providing to a Seller all information reasonably requested by such Seller as needed for such Seller to prepare any Tax Returns and, subject to receipt from Seller on the Closing Date of all Records and other Partyinformation reasonably necessary in connection therewith (and promptly upon request from Buyer of information desirable in connection therewith), Buyer providing such Seller with depreciation schedules relating to the Pre-Closing Tax Period ending on the Closing Date. Except as otherwise contemplated by this Agreement, information so requested shall be provided as promptly as reasonably practical, but in no event later than seventy-five (75) days after the Closing Date; provided however, that on or before the Closing Date, Sellers shall provide the Companies with all Records and information necessary (and promptly upon request from Buyer of information so desirable) for Buyer to prepare the depreciation schedules for the Pre-Closing Tax Period ending on the Closing Date. Each Seller will retain and make available to Buyer all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Acquired Companies for all Pre-Closing Tax Periods until the expiration of the statute of limitations of the taxable periods to which such Tax Returns and other documents relate. Any information obtained under this Section 7.9.4 will be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns and any audit, litigation or claims for refund or in conducting an audit or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedproceeding.

Cooperation on Tax Matters. Sellers’ Representative and Buyers’ Parent shall (iand after Closing, Buyers’ Parent and Buyers shall cause the Target Companies and Target Subsidiaries to) Acquirer and the Contributor Parties shall cooperate fully, as and to the extent reasonably requested by the other Partyanother party, in connection with the filing of Tax Returns pursuant to this Section 11.7(d) and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets of any Target Company or the Propane Group Entitiesany Target Subsidiary. Such cooperation shall include the retention until (in accordance with the later of (Anext sentence) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees and, as applicable, outside Tax advisors available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Sellers’ Representative and Buyers’ Parent agree (and Buyers’ Parent and Buyers shall cause the Target Companies and Target Subsidiaries) to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets any Target Company or the Propane Group Entities any Target Subsidiary relating to any taxable period beginning on Pre-Closing Tax Period or before Straddle Period until the Contribution Closing Date, each Party shall give expiration of the other Party reasonable written notice applicable statute of limitations (and, if to the other Party so requestsextent notified by Sellers’ Representative or Buyers’ Parent, any extensions thereof), and to abide by all record retention agreements entered into with any taxing authority. Sellers’ Representative and Buyers’ Parent shall itself allow, or (and Buyers’ Parent and Buyers shall cause the Propane Group Entities Target Companies and Target Subsidiaries to), upon request, use commercially reasonable efforts to allow the other Party to take, possession of such books and records. In connection with obtain any audit, litigation certificate or other proceeding document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to Taxes related to the Acquired Assets any Target Company or the Propane Group Entities for taxable periods beginning on any Target Subsidiary or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or transactions contemplated by this Agreement. Sellers’ Representative and Buyers’ Parent shall (and Buyers’ Parent and Buyers shall cause the Propane Group Entities for periods beginning on or before Target Companies and the Contribution Closing DateTarget Subsidiaries to), including any settlement or compromise thereof; providedupon request, however, Acquirer shall keep provide the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise party with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties all information that may be required to indemnify Acquirer report pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense 6043A of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume Code or the defense of such Tax claim in accordance Treasury Regulations promulgated thereunder with and subject respect to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedtransactions contemplated by this Agreement.

Cooperation on Tax Matters. (a) The Parties hereto shall cooperate, and shall cause their respective representatives to cooperate, in preparing and filing all Tax Returns (including amended Tax Returns and claims for refund), in handling audits, examinations, investigations and administrative, court or other Proceedings relating to Taxes, in resolving all disputes, audits and refund claims with respect to such Tax Returns and Taxes, and any earlier Tax Returns and Taxes of the Company and LLC, and in all other appropriate Tax matters, in each case including making employees available to assist the requesting party, timely providing information reasonably requested, maintaining and making available to each other all records necessary in connection therewith, and the execution and delivery of appropriate and customary forms and PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION VERSION authorizations, including federal Form 2848, Power of Attorney and Declaration of Representative (or a successor form or forms), and comparable forms for foreign, state and local Tax purposes, as appropriate, when the requesting party reasonably requires such forms in connection with any Tax dispute or claim for refund. Any information obtained by any party or its Affiliates from another party or its Affiliates in connection with any Tax matters to which this Agreement relates shall be kept confidential, except: (i) Acquirer and the Contributor Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, may be otherwise necessary in connection with the filing of Tax Returns and any audit, litigation or claims for refund or in conducting an audit or other proceeding with respect Proceeding relating to Taxes related or as may be otherwise reasonably required by applicable Law, to the transactions pursuant enforce rights under this Agreement or to this Agreement, the Acquired Assets pursue any claim for refund or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date contest any proposed Tax assessment; or (Bii) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information for any external disclosure in such Party’s possession that are audited financial statements or regulatory filings which a party reasonably relevant to any such audit, litigation believes is required by applicable Law or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, stock exchange or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedapplicable rules.

Cooperation on Tax Matters. (i) Acquirer and the Contributor Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to for taxable periods beginning on or before the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesContribution Closing Date. Such cooperation shall include the retention until the later of (A) seven six (76) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY Contributor shall promptly notify each other upon receipt by such Party party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect effect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c8.1(b), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c8.4(b); provided, however, that the Contributor Parties shall not affect effect any settlement or compromise of such Tax claim regarding the Acquired Assets if such settlement or the Propane Group Entities compromise could adversely affect Acquirer without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Buyer, Holdings, WestCoast and the Contributor Parties its Subsidiaries and 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 and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s party's request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior WestCoast and its Subsidiaries, Sellers (with respect to records pertaining to the destruction or discarding of any Retained Equity Interests) and Buyer agree (A) to retain all books and records with respect to Tax matters pertinent to WestCoast and its Subsidiaries and the Acquired Assets or the Propane Group Entities Retained Equity Interests relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, WestCoast and its Subsidiaries, Buyer or Sellers, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related For periods prior to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer Buyer and NRGY WestCoast shall promptly notify each other upon receipt by such Party of written notice of not amend any inquiries, claims, assessments, audits, previously filed Tax Returns or similar events. Except as provided below, Acquirer shall have sole control take any position in the future which is inconsistent with positions taken in prior Tax Returns without the consent of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent theretoShareholders, which shall not be unreasonably withheld. In addition, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties Buyer shall not affect take any settlement position that is inconsistent with the classification of Holdings or compromise of such Tax claim regarding any entity within the Acquired Assets or the Propane Holdings Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedand WestCoast as non-U.S. Real Property Holding Corporations.

Cooperation on Tax Matters. (i) Acquirer The Seller, the Purchaser and, following the Closing, the Company shall, and the Contributor Parties Purchaser and the Company shall each cause their respective Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the any other Partyparty, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the any other Partyparty’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunderhereunder or to testify at any proceeding. Prior to The Seller, the destruction or discarding of any Purchaser, and following the Closing, the Company shall, and the Purchaser and the Company shall each cause their respective Subsidiaries to, vii) retain all books and records with respect to Tax matters pertinent relating to the Acquired Assets or the Propane Group Entities relating to Company for any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by the Purchaser, the Company or the Seller, any extensions thereof) for the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority, and viii) give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, shall itself allowthe Seller, the Purchaser or the Company shall, or the Purchaser or the Company shall each cause the Propane Group Entities to their respective Subsidiaries to, allow the other Party party to take, take possession of such books and records. In connection with The Purchaser, the Company and the Seller shall, upon request, use their commercially reasonable efforts, at the requesting party’s reasonable expense, to obtain any audit, litigation certificate or other proceeding document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt transactions contemplated by such Party of written notice of any inquiries, claims, assessments, audits, or similar eventsthis Agreement). Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.Stryker Imaging Corporation Stock Purchase Agreement

Cooperation on Tax Matters. (ia) Acquirer Buyer, the Company and the Contributor Parties Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyrequested, in connection with the filing of federal or state income Tax Returns for periods ending on or prior to the Closing Date, and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entitiesthereto. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation litigation, or other proceeding and making employees available on the a convenient basis of reasonable best efforts to provide additional information and explanation of any material materials provided hereunder. Prior The Company, on behalf of itself and its Subsidiaries, and Buyer agree (i) to the destruction or discarding of any retain all books and records with respect to federal or state income Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and its Subsidiaries relating to any taxable period beginning ending on or before prior to the Contribution Closing DateDate until expiration of the statute of limitations (together with any extensions thereof) of the respective taxable period, each Party shall and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other Party Seller Representative and BRS/RCL Investment Corp. (or an Affiliate designated by it) reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party Seller Representative or BRS/RCL Investment Corp. (or an Affiliate designated by it) so requests, the Company shall itself allow, or cause the Propane Group Entities allow such requesting Person to allow the other Party to take, take possession of such books and records. In connection with any audit, litigation The Seller Representative shall continue to be the Tax Matters Partner of the Company (as such term is defined in the LLC Agreement) for all periods ending on or other proceeding with respect to Taxes related prior to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice . At the request of any inquiriesSeller, claimsfrom time to time, assessmentsthe Seller Representative shall keep such Seller fully informed regarding the progress of any Tax examinations, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related all periods, or portions thereof, ending on or prior to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including and the Sellers shall have the right to participate with the Seller Representative in and to consult with the Seller Representative regarding any settlement or compromise thereof; provided, however, Acquirer shall keep such proceedings. At the Contributor Parties reasonably informed of the progress request of any such auditSeller, litigation or other proceeding and shall not affect any such settlement or compromise with respect from time to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c)time, the Contributor Parties Seller Representative shall be entitled, at provide such Seller with the expense Company’s federal and state income Tax Returns for 2004 and for the portion of 2005 ending on the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedClosing Date.

Cooperation on Tax Matters. (i) Acquirer Buyer, each Group Company and the Contributor Parties Stockholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the provision of adequate notice regarding any tax proceeding and the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyanother party’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Each Group Company and the Stockholders’ Representative agree (A) to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods, each Party shall and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such books and records. In connection with The Stockholders’ Representative shall have the right, at its owns expense, to control the conduct and settlement of, and represent the Company’s interest in, any audit, litigation or other Tax proceeding with respect relating to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning ending on or before the Contribution Closing Date, Acquirer and NRGY to employ counsel of its choice, but reasonably satisfactory to Buyer, for such purpose. Buyer shall promptly notify each other upon receipt by have the right to participate in such Party of written notice Tax proceeding at its own expense, and shall be entitled to control the disposition of any inquiriesissue involved in such Tax proceeding that does not relate to or affect an indemnified Tax. The Stockholders’ Representative and Buyer shall be entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for Taxes, claimsat their own expense, assessmentsin any Tax proceeding involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing provisions of this Section 8.3, auditsneither the Stockholders’ Representative nor Buyer shall agree to any settlement on behalf of the Company with respect to any Tax proceeding without the consent of the other if such settlement could reasonably be expected to affect, respectively, any Tax liability of an Indemnitee that is not an indemnified Tax, or similar eventsany amount of an indemnified Tax. Except as otherwise provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to in this Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c)8.3, the Contributor Parties provisions of Article XI shall be entitled, at govern the expense of the Contributor Parties, to attend and participate manner in all conferences, meetings and which Tax proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedare conducted. ** CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (**) DENOTE SUCH OMISSIONS.

Cooperation on Tax Matters. (i) Acquirer and the Contributor The Parties shall cooperate fully, as and to the extent reasonably requested by the other PartyParties, in connection with matters relating to Taxes of the Company, including but not limited to (i) the preparation and filing of relevant Tax Returns and (ii) the conduct of any audit, litigation examination, inquiry, voluntary disclosure or other proceeding administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment with respect to Taxes related to of the transactions pursuant to this Agreement, the Acquired Assets Company or the Propane Group Entitiesits operations (a “Tax Contest”). Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of relevant records and information in such Party’s possession that are reasonably relevant and access to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to Any Tax Contest shall be treated as a Third Party Claim for purposes of Section 5.4(b). Notwithstanding the destruction or discarding foregoing, in the case of any books and records with Tax Contest in respect to of which indemnity may be brought by Buyer under Article V (an “Applicable Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing DateContest”), each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY Buyer shall promptly notify each other upon receipt by such Party of give Sellers’ Representative written notice of the receipt of any inquirieswritten notice by the Company, claims, assessments, auditsBuyer, or similar eventsany of Buyer’s Affiliates which involves the assertion of any potential Applicable Tax Consent. Except as provided below, Acquirer Sellers’ Representative shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitledright, at the expense of Sellers, using the Contributor Partiescounsel and representatives of the Sellers’ Representative’s choice, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of any Applicable Tax Contest and to control the conduct and resolution of such Applicable Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties Contest. Sellers’ Representative shall not affect any settlement settle or compromise of any such Applicable Tax claim regarding the Acquired Assets Contest in a manner that reasonably would be expected to adversely affect Buyer or the Propane Group Entities Company in any Tax period or portion thereof beginning after the Closing Date without AcquirerBuyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer and the Company shall execute appropriate powers of attorney so as to allow the Sellers’ Representative to control any such Applicable Tax Contest as described above.

Cooperation on Tax Matters. (i) Acquirer The Buyer and the Contributor Parties 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 5.2 and in any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s party's request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Buyer and the Sellers further agree, upon request of the other party, to the destruction use their best efforts to obtain any certificate or discarding of other document from any books and records governmental authority or any other person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including without limitation with respect to the transactions contemplated hereby). All Tax matters pertinent deductions relating to the Acquired Assets payment of all amounts payable under the Phantom Stock Plans and any employee bonus or other compensation plan (collectively, the Propane Group Entities relating "Bonus Plans") to the extent accrued on the finally determined Closing Balance Sheet shall be reflected on the Form 1120S for the period ending on the Closing Date. For purposes of the preceding sentence, the Bonus Plans that are payable as a result of the Closing shall be treated as accrued immediately prior to the Effective Time. After the Closing Date, each Tax Return prepared or caused to be prepared by the Buyer with respect to the Company that relates to any taxable period beginning that includes days on or before the Contribution Closing DateDate shall be subject to pre-filing review by the Sellers. Unless otherwise agreed to by the parties, each Party Tax Returns subject to such pre-filing review shall give be submitted by the other Party reasonable written notice andBuyer to the Sellers at least 15 days prior to the due date of such return, and the Sellers shall complete their review of such return and provide comments, if the other Party so requestsany, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession within 15 days of such books and recordsreceipt. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice event of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect disagreement relating to any such auditreturn between the Buyer and the Sellers, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties such disagreement shall be entitledresolved by the Independent Accounting Firm, at and any such determination by the expense of the Contributor PartiesIndependent Accounting Firm shall be final, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement save for fraud or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedmanifest error.

Cooperation on Tax Matters. (i) Acquirer Parent, the Company, the Surviving Corporation and the Contributor Parties Securityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other Partyanother party, in connection with the filing of any Tax Returns and any audit, litigation Return or other proceeding amended Tax Return with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In in connection with any audit, litigation or other proceeding with respect to Taxes related for such taxable periods. Such cooperation includes the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such Tax Return, audit, litigation or other proceeding and shall not affect making employees available on a mutually convenient basis to provide additional information and explanation of any such settlement or compromise material provided hereunder. Parent, the Company, the Surviving Corporation and the Securityholders’ Representative agree (i) to retain all books and records with respect to which any Contributor Party is liable pursuant Tax matters pertinent to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect the Company and its Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Parent 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 (ii) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such auditbooks and records and, litigation if any other party so requests, Parent or the Company, as the case may be, shall allow the other parties to take possession of such books and records. Parent and the Securityholders’ Representative further agree, upon request, to use their commercially reasonable efforts to obtain any certificate or other proceedings document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax of the Company, the Surviving Corporation its Subsidiaries or Parent that could be imposed (including, but not limited to, with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(ctransactions contemplated by this Agreement), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Parent, the Surviving Corporation, and the Contributor Parties shall Securityholders’ Representative will, and the Surviving Corporation will cause the Company Subsidiaries to, cooperate fully, as and to the extent reasonably requested by the other Partyanother party, in connection with the filing of (i) any Tax Returns and Return or amended Tax Return with respect to any taxable period beginning before the Closing Date, (ii) audit, or (iii) litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall will include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in within such Partyparty’s possession that are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to Parent, the destruction or discarding of any Company, the Surviving Corporation and the Company Subsidiaries will (i) retain all books and records with respect to Tax matters pertinent to the Acquired Assets or Company and the Propane Group Entities Company Subsidiaries relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Parent or the Company, any extensions thereof) of the respective taxable periods, and abide by all record retention agreements entered into with any taxing authority, and (ii) give the other Party Securityholders’ Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party Securityholders’ Representative so requests, shall itself allowParent or the Surviving Corporation, or cause as the Propane Group Entities to case may be, will allow the other Party Securityholders’ Representative to take, take possession of such books and records. In connection with Parent and the Securityholders’ Representative further agree, upon request, to use their reasonable best efforts to obtain any audit, litigation certificate or other proceeding document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax of the Company, the Surviving Corporation, its Subsidiaries, Parent or the Company Securityholders that could be imposed (including with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt transactions contemplated by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(cthis Agreement), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer and the Contributor Parties The 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 8.8 and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include signing any Tax Return, amended Tax Returns, claims or other documents necessary to settle any Tax controversy, the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Buyer and Seller further agree, upon request, to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give provide the other party with all information that either Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer report pursuant to Section 8.1(c), Code §6043 and all Treasury Regulations promulgated thereunder. The Seller shall control (and have the Contributor Parties shall be entitled, at the expense of the Contributor Parties, right to attend settle and participate in resolve) all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance tax audits occurring after Closing with and subject respect to the conditions set forth Company and its Subsidiaries, in Section 8.4(c); provided, however, that each case to the Contributor Parties extent the periods under audit are periods ending on or prior to Closing. Seller shall not settle any audit of a Seller Tax Return to the extent that such return relates to Company and its Subsidiaries in a manner that would adversely affect any settlement or compromise of such Tax claim regarding Company and its Subsidiaries after the Acquired Assets or Closing Date without the Propane Group Entities without Acquirer’s prior written consentconsent of Buyer, which consent shall not be unreasonably withheld. Buyer shall control (and have the right to settle and resolve) all Tax audits of the Company and its subsidiaries of Straddle Tax Returns or periods that would have been covered by a Straddle Tax Return if filed; provided, conditioned that Buyer shall not take any Tax position in any audit, or delayedsettle any matter in an audit, that would have the effect of increasing the Tax payable by Seller with respect to any period prior to Closing, or that Seller reasonably believes is otherwise contrary to the interests of Seller or that would require Seller to amend any of its own prior Tax Returns, in each case without the prior written consent of Seller, which consent shall not be unreasonably withheld. Buyer shall keep Seller fully informed regarding any such audits and shall permit Seller reasonable review, and shall consult in good faith with Seller regarding and permit Seller to dispute audit positions and adjustments (with the right to arbitrate the same if Seller believes the position or adjustment violates this Agreement), any such audit matters.

Cooperation on Tax Matters. Sterling and Xxxxxxx X. Xxxx as the representative of the Shareholders (i"Shareholder Representative") Acquirer agree to give prompt notice to each other of any proposed adjustment to Taxes for any Pre-Closing Taxable Period. Sterling and the Contributor Parties Shareholder 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 8.23 and any audit, litigation litigation, or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s party's request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Shareholder Representative agrees to control the destruction or discarding conduct of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution any Pre-Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control Taxable Period of the conduct Company and to keep Sterling apprised of all such audit, litigation or other proceedings material developments with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings proceeding. The Shareholder Representative, the Company and its Subsidiaries and Sterling agree (i) to retain all books and records with respect to Taxes for which Tax matters relevant to the Contributor Parties Company relating to any Pre-Closing Taxable Period until the expiration of the statute of limitations (and, to the extent notified by Sterling or the Shareholder Representative, any extensions thereof) of the respective Pre-Closing Taxable Periods, and to abide by all record retention agreements entered into with any Taxing authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company or the Shareholder Representative, as the case may be, shall allow the other party to take possession of such books and records. Sterling and the Shareholder Representative further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be required necessary to indemnify Acquirer pursuant to Section 8.1(c)mitigate, the Contributor Parties shall reduce or eliminate any Tax that could be entitledimposed (including, at the expense of the Contributor Partiesbut not limited to, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject respect to the conditions set forth in Section 8.4(ctransactions contemplated hereby); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer The Stockholders’ Agent shall prepare and file or cause to be prepared and filed all Tax Returns of Target which are required to be filed before the Closing Date or which are required to be filed after the Closing Date in respect of any pre-Closing Tax period. Acquiror shall have the opportunity to review such Tax Returns and the Contributor Parties Stockholders’ Agent shall provide such Tax Returns to Acquiror (for Acquiror’s review and comment) prior to their due date. Acquiror shall prepare and file all other Tax Returns of Target. Acquiror and the Surviving Corporation, on the one hand, and the Stockholders’ Agent, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns in connection with this Merger and the respective Tax obligations of the parties hereto prior to the Merger, and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to Acquiror, the destruction or discarding of any Surviving Corporation, and Stockholders’ Agent shall (i) retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Target relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Acquiror or Stockholders’ Agent, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity and (ii) to give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, the Surviving Corporation or Stockholders’ Agent as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such books and records. In connection with Upon request, Acquiror and Stockholders’ Agent further agree to use their reasonable commercial efforts to obtain any audit, litigation certificate or other proceeding document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including but not limited to with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(ctransactions contemplated hereby), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Buyer and Seller shall cooperate fully, and Buyer and Seller shall cause each of their Affiliates, including the Contributor Parties shall Purchased Subsidiaries, to cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation, execution and filing of Tax Returns pursuant to Section 7.04(a) or otherwise with respect to any Pre-Closing Tax Period and any audit, litigation examination, inquiry, claim for refund, lawsuit, action, claim, arbitration, mediation or other proceeding at law or in equity by or before a Taxing Authority with respect to Taxes related (each a “Tax Claim”) relating to the transactions pursuant to this Agreement, the Acquired Purchased Assets or of the Propane Group EntitiesPurchased Subsidiaries with respect to any Pre-Closing Tax Period. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of access to records and information in such Party’s possession that which are reasonably relevant to any such auditTax Return or Tax Claim, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunderhereunder and executing powers of attorney. Prior Seller and Buyer shall, and shall cause their Affiliates, including the Purchased Subsidiaries, to the destruction or discarding of any (a) retain all books and records with respect to Tax matters pertinent to the Acquired Business, the Purchased Assets or and the Propane Group Entities operations of the Purchased Subsidiaries relating to any taxable period beginning on or before Pre-Closing Tax Period for six (6) years following the Contribution Closing DateInitial Closing, each Party shall and (b) to give the other Party reasonable ninety (90) days written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requestsrequests within thirty (30) days of such notice, Seller and Buyer shall, and shall itself allowcause their Affiliates, or cause including the Propane Group Entities to Purchased Subsidiaries, to, allow the other Party to take, take possession of such books and records. In connection with Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to transfer to Buyer any audit, litigation Tax Returns or other proceeding Tax work papers that include Seller or any of the Retained Subsidiaries (provided Seller shall be required to provide information reasonably requested by Buyer for the purpose of complying with Tax Laws pertaining to the Purchased Assets and the Purchased Subsidiaries). Buyer and Seller each agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to Taxes related the transactions contemplated by this Agreement). All third party out-of-pocket costs incurred by a Party to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt comply with a request by such another Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to this Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties 7.03 shall be entitled, at borne by the expense of requesting Party unless the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense proximate cause of such Tax claim in accordance with and subject to request is a breach of a representation of covenant by the conditions set forth in non-requesting Party. Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed7.04.

Cooperation on Tax Matters. (ia) Acquirer and the Contributor The Parties shall cooperate fullyfully and shall cause their respective affiliates, officers, employees, agents, auditors and representatives reasonably to cooperate, as and to the extent reasonably requested by the any other Party, in connection with the preparation and filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such filing of Tax Returns, audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Parties agree to the destruction or discarding of any retain all books and records Table of Contents with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and its Subsidiaries relating to any taxable Tax period beginning on or before the Contribution Closing Date until the expiration of the statute of limitations. Except as otherwise required by applicable Law, none of Parent, the Surviving Corporation or its Subsidiaries shall amend or otherwise modify, or permit to be amended or otherwise modified, any Tax Return for any period beginning prior to the Closing Date or .make any Tax election that has retroactive effect to any period or portion of any period beginning prior to the Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with addition to any auditother rights of the Company Equityholders or the Equityholder Representative set forth in this Agreement, litigation any action of Parent, the Surviving Corporation or other proceeding its Subsidiaries with respect to Taxes related any Tax period beginning prior to the Acquired Assets Closing Date that would or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of reasonably may result in any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related adverse consequences to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing DateCompany Equityholders, including any settlement reduction in the amount of proceeds allocable to any Company Equityholder hereunder or compromise thereof; providedany liability, howeveror increase in liability, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such auditCompany Equityholder under Article X or this Article XI, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not will be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without AcquirerEquityholder Representative’s prior written consentreview and comment, which consent and Parent shall not be unreasonably withheld, conditioned or delayedconsider such comments in good faith.

Cooperation on Tax Matters. (ia) Acquirer Buyer and Seller shall, and shall cause their respective Affiliates (including, in the Contributor Parties shall cooperate fullycase of Buyer, the Companies after the Closing Date) to, provide to the other party such cooperation and information, as and to the extent reasonably requested by the other Partyrequested, in connection with the preparing, reviewing and filing of any Tax Returns and Return, amended Tax Return or claim for refund, determining liabilities for Taxes or a right to refund of Taxes, or in conducting any audit, litigation audit or other proceeding action with respect to Taxes related in each case as they relate to any of the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesCompanies. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by Governmental Authorities relating to Taxes, and relevant records concerning the retention until ownership and Tax basis of property, which any such party may possess and is reasonably requested by the later other party and reasonably necessary in connection with the preparation of (A) seven (7) years from Tax Returns or the Contribution conduct of any audit or other Tax claim. The party requesting such cooperation will pay the reasonable out-of-pocket expenses of the other party. Each party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Companies for the Tax period first ending after the Closing Date or (B) and for all prior Tax periods through the expiration of the relevant applicable statute of limitations and (upon without extension) for such Tax Returns. Thereafter, the party holding such Tax Returns or other documents may dispose of them provided that such party shall give to the other Partyparty thirty (30) days written notice of such disposal and the opportunity to copy (at such other party’s requestcost) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation Tax Returns or other proceeding and making documents. Each party shall make its employees reasonably available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunderdocuments or information so provided. Prior Notwithstanding the foregoing or anything to the destruction contrary herein, Seller shall not be required to provide Buyer any right to access or discarding to review any Tax Return or Tax work papers of Seller, any books and Seller Group or any Affiliate of Seller, or to transfer to Buyer any books, records or information to the extent they relate to Combined Taxes or to provide any notice to Buyer with respect to such Tax matters pertinent Returns or Tax work papers to the Acquired Assets or extent they relate to Combined Taxes. Buyer and Seller further agree, and agree to cause their respective Affiliates (including, in the Propane Group Entities relating to any taxable period beginning on or before case of Buyer, the Contribution Companies after the Closing Date), each Party shall give the other Party to, upon request, use commercially reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities efforts to allow the other Party to take, possession of such books and records. In connection with obtain any audit, litigation certificate or other proceeding document from any Governmental Authority or customer of any Company or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(ctransactions contemplated hereby), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer The Buyer, Xxxxxxxx and its Subsidiaries and the Contributor Parties 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 10 (including such amended Tax Returns for periods (or portions thereof) ending on or prior to the Closing Date that the Seller may reasonably request the Buyer, Xxxxxxxx or any of the Group Subsidiaries to file) and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s party's request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Xxxxxxxx and its Subsidiaries and the Seller agree (A) to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Xxxxxxxx and its Subsidiaries relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, Xxxxxxxx and its Subsidiaries or the Seller, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such books and records. In connection with The Buyer shall not dispose of any audit, litigation or other proceeding with respect records relating to Taxes related paid or payable by Xxxxxxxx or its Subsidiaries prior to the Acquired Assets later of the tenth anniversary of the Closing Date or the Propane Group Entities final resolution of all litigation initiated prior to the tenth anniversary of the Closing Date relating to Taxes of Xxxxxxxx and its Subsidiaries for taxable periods beginning any Tax period ending on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related prior to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedClosing.

Cooperation on Tax Matters. (i) Acquirer Buyer, the Acquired Entities and the Contributor Parties 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 9.1 and any audit, litigation audit or other proceeding Proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation audit or other proceeding Proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to Buyer will promptly notify Sellers of the destruction or discarding commencement of any books Proceeding by any Tax authority, as well as any notice of assessment and records any notice and demand for payment, concerning any Taxes for which indemnification may be required under this Agreement. Sellers shall control the strategy, defense and settlement of any Proceeding relating to Taxes attributable to any Pre-Closing Tax Periods, provided that (i) Sellers acknowledge in writing their liability under this Agreement to hold the Buyer Group harmless against the full amount of any adjustment which may be made as a result of such Proceeding, (ii) Sellers shall not take any position in any such Proceeding inconsistent with respect to Tax matters pertinent to past practices and positions taken by the Acquired Assets Entities, (iii) the Buyer may participate in any such Proceeding at its own expense and with counsel of its choosing, and (iv) if any of the issues raised in any such Proceeding could reasonably be expected to have a material impact on Taxes of Buyer or the Propane Group Entities relating to any Acquired Entity or any of their respective affiliates for any taxable period beginning on or before ending after the Contribution Closing Date, each Party the Sellers shall give not settle or compromise any such Proceeding without the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control consent of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed). Buyer will reasonably cooperate with Sellers and cause the Acquired Entities to reasonably cooperate with Sellers. Sellers shall promptly notify Buyer if Sellers decide not to participate in the defense of any such Proceeding and Buyer thereupon shall be permitted (as its own expense) to defend such Proceeding, in which event Sellers will reasonably cooperate with Purchaser. Without the prior written consent of Sellers (not to be unreasonably withheld, conditions or delayed), Buyer shall not cause or permit any of the Acquired Entities to file any amended Tax Return relating to Pre-Closing Tax Periods or file any claim for a refund of Taxes relating to Pre-Closing Tax Periods. The Acquired Entities and Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to the Acquired 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 Buyer or Sellers, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Acquired Entities or Sellers, as the case may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (i) Acquirer The Purchaser, the Company and the Contributor Parties Shareholder shall cooperate (and cause their respective Affiliates to cooperate) fully, as and to the extent reasonably requested by the other Partyparties, in connection with the preparation and filing of Tax Returns pursuant to this Section 5.2 and any Tax audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entitiesand payments in respect thereof. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s parties’ request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such Tax audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Company and the Shareholder agree to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party 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. The parties shall give provide timely notice to the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice in writing of any inquiries, claims, assessments, audits, pending or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation proposed Tax audits or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings assessments with respect to Taxes for which the Contributor Parties other may have an indemnification obligation under this Agreement. The Purchaser and the Shareholder further agree, upon the reasonable request of the other party, to cooperate with each other to obtain any certificate or other document from any Governmental Entity or otherwise to mitigate, reduce or eliminate any Tax that might otherwise be imposed on either party or the Company in the absence of such certificate or other documentation (including without limitation as a result of the transactions contemplated hereby). Any failure to timely notify the other party of any Tax audits or assessments shall not relieve such party from any obligation hereunder unless (and then only to the extent) such party is actually prejudiced thereby. The parties shall furnish the other with copies of all relevant correspondence received from any taxing authority in connection with any Tax audit or information request with respect to any Taxes for which the other may have an indemnification obligation under this Agreement. The Purchaser and the Shareholder further agree, upon request, to provide the other party with all information that either party may be required to indemnify Acquirer report pursuant to Section 8.1(cSections 6043 and 6043A of the Code and all Treasury Regulations promulgated thereunder. The parties agree to cooperate in pursuing a process where they would request the IRS to grant relief to Flirt, Inc. to allow Flirt, Inc. to become an S corporation for its year ended December 31, 2004, provided that any additional costs and expenses of such process (on a net basis, taking into account all of the consequences of such an S election), including the Contributor Parties shall tax costs of Flirt becoming an S corporation for such year, would be entitled, at borne by the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedPurchaser.

Cooperation on Tax Matters. (i) Acquirer and the Contributor The Parties shall cooperate fully, as and to the extent reasonably requested by the any other Party, in connection with financial accounting for Taxes, the filing of Tax Returns and any suit, action, inquiry, information document request, Proceeding, administrative or judicial appeal, audit, litigation or other similar proceeding with respect to Taxes related to the transactions pursuant to this Agreement(each, the Acquired Assets or the Propane Group Entitiesa “Tax Contest”). Such cooperation shall include (i) providing the retention until the later other Party with any final determination of (A) seven (7) years from the Contribution Closing Date or (B) the expiration any such Tax Contest that affects any amount required to be shown on any Tax Return of the relevant statute of limitations other Party for any period, (ii) retaining and (upon the other Party’s request) the provision of providing records and information in such Party’s possession (including all relevant Tax opinions and FIN 48 workpapers) that are reasonably relevant to financial accounting for Taxes, any such auditTax Contest and Tax Return, litigation or other proceeding and (iii) making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and an explanation of any material provided hereunder. Prior Without limiting the generality of the foregoing, Buyer shall retain, and shall cause the Company to retain, and the destruction Stockholder Representative shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules and other records or discarding information (including all Tax opinions and FIN 48 workpapers) that may be relevant to such Tax Returns for all Tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any books and such records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give without first providing the other Party with a reasonable written notice and, if opportunity to review and copy the other Party so requests, same. The Stockholder Representative and the Company Stockholders agree that the Stockholder Representative shall itself allow, or cause act on behalf of the Propane Group Entities to allow the other Party to take, possession of such books and records. In Company Stockholders in connection with all cooperation under this Section 7.1(d). All Tax refunds received by the Company for any audit, litigation or other proceeding with respect to Taxes related periods prior to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including the part of any settlement or compromise thereof; providedStraddle Period ending on the Closing Date, however, Acquirer shall keep be for the Contributor Parties reasonably informed account of the progress of any such auditCompany Stockholders, litigation or other proceeding and the Buyer and the Company shall not affect any such settlement or compromise with respect promptly account for and pay over to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim Company Stockholders (in accordance with and subject to the conditions proportions set forth in Section 8.4(c); providedSchedule A) the amounts so received, however, that within ten (10) days after the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedsame are received.

Cooperation on Tax Matters. (i) Acquirer Buyer and the Contributor Seller Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to for taxable periods beginning on or before the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesClosing Date. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Regency Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Regency Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer Buyer and NRGY Seller shall promptly notify each other upon receipt by such Party party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer Buyer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; , provided, however, Acquirer Buyer shall keep the Contributor Parties Seller reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect effect any such settlement or compromise with respect to which any Contributor Party Seller is liable pursuant to Section 8.1(c) without obtaining such Contributor PartySeller’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. Seller and Buyer shall: (ia) Acquirer and cooperate on a reasonable basis in the Contributor Parties shall cooperate fully, as and to the extent reasonably requested by preparation of any Pre-Closing Tax Returns or Straddle Tax Returns which the other Party, is responsible for preparing and filing; (b) cooperate on a reasonable basis in connection with the filing of preparing for any Tax Returns and any audit, litigation or other proceeding Proceeding with respect to Taxes related of the Company for Pre-Closing Tax Periods; (c) make available to the transactions pursuant other, as reasonably requested, all information, records and documents relating to this Agreement, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration any Tax liability of the relevant statute Company for any Pre-Closing Tax Periods; (d) provide timely written notice to Buyer or Seller, as applicable, of limitations any written notice received from any Taxing Authority in connection with any Tax Proceeding with respect to any Tax liability of the Company for a Pre-Closing Tax Periods; and (upon e) furnish the other Party’s request) the provision with copies of records and information all correspondence received from any Taxing Authority in such Party’s possession that are reasonably relevant connection with Tax Proceeding with respect to any such auditTax liability of the Company for a Pre-Closing Tax Periods. In addition, litigation or other proceeding Seller and making employees available on the basis of reasonable best efforts Buyer agree (i) to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any retain all books and records in its SPI-900029917v22 50 possession with respect to Tax matters pertinent to the Acquired Assets or parties hereto and the Propane Group Entities Company relating to any taxable period beginning on or before the Contribution date of the Closing Dateuntil 90 days after the expiration of the statute of limitations (and, each Party shall to the extent notified by Seller or Buyer, any extensions thereof) of the respective taxable periods and (ii) to give the other Party Seller or Buyer (as applicable) reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, Seller or Buyer, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party (at such other party’s expense) to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Buyer, the Companies and the Contributor Parties shall Sellers will cooperate fully, as and to the extent reasonably requested by the other Partyanother party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall will include (i) the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and proceeding, (ii) making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior , (iii) furnishing the other with copies of all correspondence received from any Taxing authority in connection with any Tax audit or information request relating to Taxes for which either of the destruction or discarding parties is entitled to Indemnification, and (iv) in the case of any federal, state, county, local or foreign Tax audit claim or assessment relating to any payroll withholding Tax liability asserted against any of the Companies, promptly seeking abatement of liability pursuant to Section 3402(d) of the Code (and, in that connection, requesting each affected employee to provide an affidavit or other proof that the relevant compensation was included in taxable income and any applicable Taxes thereon were paid), making filings required for adjustments without interest pursuant to Section 6205(a)(1) of the Code, and taking appropriate action under similar provisions of state or local law. Sellers, on the one hand, and Buyer and the Companies, on the other hand, will (i) retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Companies relating to any taxable Taxable period beginning on or before the Contribution Closing DateDate until expiration of the statute of limitations (and, each Party shall to the extent notified by Buyer or Sellers, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Taxing authority, and (ii) give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the such other Party party so requests, shall itself allow, or cause the Propane Group Entities to party giving such notice will allow the other Party party to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Buyer and Seller shall cooperate fully, and Buyer shall cause each of its Affiliates, including the Contributor Parties shall Purchased Companies, to cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation, execution and filing of Tax Returns pursuant to Section 6.04(a) and any audit, litigation examination, inquiry, claim for refund, lawsuit, action, claim, arbitration, mediation or other proceeding at law or in equity by or before a Taxing Authority with respect to Taxes related relating to the transactions pursuant to this Agreement, the Acquired Purchased Assets or of the Propane Group EntitiesPurchased Companies with respect to any Pre-Closing Tax Period (each a “Tax Claim”). Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of access to records and information in such Party’s possession that which are reasonably relevant to any such auditTax Return or Tax Claim, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunderhereunder and executing powers of attorney. Prior Seller and Buyer shall, and Buyer shall cause its Affiliates, including the Purchased Companies, to the destruction or discarding of any (a) retain all books and records with respect to Tax matters pertinent to the Acquired Business, the Purchased Assets or and the Propane Group Entities operations of the Purchased Companies relating to any taxable period beginning on or before Pre-Closing Tax Period for four (4) years following the Contribution Closing DateDate and to abide by all record retention agreements entered into with any Taxing Authority, each Party shall and (b) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Seller and Buyer shall, and Buyer shall itself allowcause its Affiliates, or cause including the Propane Group Entities to Purchased Companies, to, allow the other Party to take, take possession of such books and records. In connection with Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to transfer to Buyer any audit, litigation Tax Returns or other proceeding Tax work papers of Seller or any of the Retained Subsidiaries. Buyer and Seller each agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any 84 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, including with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt transactions contemplated by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedthis Agreement.

Cooperation on Tax Matters. (i) Acquirer and the Contributor The Parties shall cooperate fully, provide each other with such cooperation and information as and to the extent may reasonably be requested by the any other Party, in connection with the preparation and filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTax Contest. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such filing of Tax Returns, audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Parties agree to the destruction or discarding of any books retain all Books and records Records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities any Company Entity, relating to any taxable period beginning on or before Pre-Closing Tax Period, until the Contribution Closing Date, each Party shall give expiration of the other Party reasonable written notice statute of limitations (and, if to the other Party so requestsextent notified by any Party, shall itself allowany extensions thereof) of the respective Tax periods, or cause the Propane Group Entities and to allow the other Party to take, possession of such books and records. In connection abide by all record retention agreements entered into with any audittaxing authority. Notwithstanding the foregoing, litigation Parent shall not be obligated to provide the Company Equityholders or the Company Equityholder Representative with any information unrelated to the Company Entities or any Tax information of Parent or any Affiliate of Parent other proceeding than the Company Entities. After the Effective Time, except to the extent required or requested by any Governmental Authority, none of Parent, the Surviving Corporation or any Company Entity shall: (A) file any amended Tax Return for any Pre-Closing Tax Period except for any amended Tax Return relating to the carryback of any Tax loss (including, without limitation any U.S. federal net operating loss or similar loss carryback for any state Tax), (B) initiate any voluntary contact with any Governmental Authority or representative thereof with respect to Taxes related any Pre-Closing Tax Period; provided that, a Company Entity may respond to a written request or contact by a Governmental Authority following the Acquired Assets procedures in Section 10.8 as applicable, or the Propane Group Entities for taxable periods beginning on or before the Contribution (C) make any Tax election that has retroactive effect to any Pre-Closing Date, Acquirer and NRGY shall promptly notify each Tax Period (other upon receipt by such Party of written notice than any election relating to a carryback of any inquiriesTax loss by any Company Entity), claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control in each case without the prior written approval of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent theretoCompany Equityholder Representative, which shall not be unreasonably withheld, conditioned delayed or delayedconditioned. With respect The Parties shall not make or permit to be made any such auditelection under Section 338 of the Code or Section 336(e) of the Code (or any similar provision under state, litigation local, or other proceedings foreign Law) with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedtransactions contemplated by this Agreement.

Cooperation on Tax Matters. The Sellers shall cause the Company’s current accountants to prepare in a timely manner (and in accordance with applicable Law) the federal and state income Tax Returns for the Company for all taxable years ending on or before the Closing Date. For purposes thereof, the Buyer shall provide the Sellers with access to the books, records and accountants of the Company. The Sellers shall provide the Buyer with copies of such Tax Returns at least fifty (50) days prior to their respective due dates (as such due date may be extended). The Buyer shall review such returns and provide any proposed revisions to the Sellers at least twenty-five (25) days prior to the due date of such returns and the Sellers will reflect any changes to such Tax Returns provided by the Buyer (unless (i) Acquirer such change would have an adverse effect on the Sellers or (ii) Buyer's proposed changes are not in compliance with applicable Law) that relate to the Taxes imposed on the Company or any of its Subsidiaries attributable to the making of the §338(h)(10) Election (except for under Section 1374 of the Code (or any MA Gains Tax)). The Buyer, the Company and the Contributor Parties Sellers shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding or matter and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Company and the Sellers agree (A) to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Buyer or the 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 the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, the Company or the Sellers, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Buyer, the Companies and the Contributor Parties Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Income Tax Returns and Tax Returns pursuant to this §8 and any audit, litigation or other proceeding with respect to Income Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Buyer acknowledges and understands that the Sellers’ group of companies is subject to United States income tax reporting. As part of that obligation, the affairs of the Companies have been reported to the destruction or discarding United States Internal Revenue Service (the “US IRS”). The US IRS has given notice to Sellers’ group of companies that it will be subject to a tax audit of its activities for the years 1999 through 2004. These audits will last several years and may require information, including accounting records, concerning the Companies. Such information must be provided to the US IRS within ninety (90) days from the time it is formally requested by the US IRS. Buyer agrees to provide any such information that may be requested by Sellers and that is in the Companies’ possession within thirty (30) days from the date it is requested by Sellers. The Companies and Sellers agree (A) to retain all books and records with respect to Income Tax and Tax matters pertinent to the Acquired Assets or the Propane Group Entities Companies relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Companies or Sellers, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Xxxxxx, Sequa Can and the Contributor Parties their successors shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s party's request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Xxxxxx and Sequa Can agree (A) to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to covering the Acquired Assets or the Propane Group Entities Business relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Xxxxxx or Sequa Can, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity and (B) to give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, Xxxxxx or Sequa Can, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such books and records. In connection with Xxxxxx and Sequa Can further agree, upon request, to use their best efforts to obtain any audit, litigation certificate or other proceeding document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including but not limited to, with respect to Taxes related the transaction completed hereby.) With respect to any future claims by governmental entities arising from Tax Returns covering the Acquired Assets or the Propane Group Entities for taxable Business and covering, measured by and/or including periods beginning ending on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer Sequa Can shall have sole control the right to contest or cause Xxxxxx to contest such claims on Sequa Can's behalf and at Sequa Can's expense. Sequa Can shall also have the right, at Sequa Can's expense, to cause Xxxxxx to amend any of the conduct of all such audittheir returns, litigation or other proceedings with respect to Taxes related relating to the Acquired Assets or period prior to and including the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any provided that such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which amendment shall not be unreasonably withheldmade to the extent it would reduce Xxxxxx'x Tax benefits (for example, conditioned or delayedthrough a reduction in Xxxxxx'x basis in its assets). With respect Xxxxxx shall remit to Sequa Can within a reasonable period of time any such audit, litigation or other proceedings with respect funds paid to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense Xxxxxx as a result of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense a successful contest of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that extent not included on the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedClosing Statement.

Cooperation on Tax Matters. (iA) Acquirer and the Contributor Parties Each party hereto shall cooperate fully, as and to the extent reasonably requested by the other Party, party in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related and agrees to provide the transactions other parties hereto with notice of any audit or proceeding with respect to Taxes which are the responsibility of such other parties hereunder. After receiving notice, the Indemnifying Party shall provide the notification required pursuant to this Agreement, Section 8.4(b). Such cooperation shall be at the Acquired Assets or expense of the Propane Group Entitiesparty requesting such cooperation. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior hereunder and the taking of such actions as Seller reasonably requests to contest or permit Seller to contest the destruction or discarding validity, applicability and amount of the imposition of any Tax or proposed adjustment to Taxes with respect to any Pre-Closing Period with respect to which Seller would be obligated to indemnify Publico; provided, however, that in the contest of a tax, other than income tax, a portion of which would be subject to indemnification and a portion of which would not be subject indemnification, Seller and Publico shall jointly control such contest. Seller, Publico or LLC, as the case may be, agree (x) to retain all books and records with respect to Tax matters pertinent to the Acquired Contributed Assets or in their possession until the Propane Group Entities relating expiration of the statute of limitations including extensions thereof, and to abide by all record retention agreements entered into with any taxable period beginning on or before the Contribution Closing Date, each Party shall taxing authority and (y) to give the other Party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if such other Parties so request, Seller, Publico or LLC, as the other Party so requestscase may be, shall itself allow, or cause the Propane Group Entities allow such other Parties to allow the other Party to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.and

Cooperation on Tax Matters. (i) Acquirer Parent, the Company, and the Contributor Parties Member Representative shall, and Parent and the Company shall cause the Business Entities and the Related Consolidated Entities to, cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of all Tax Returns pursuant to this Section 6.15 and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such Tax Returns or audit, litigation or other proceeding and making employees or other persons available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunderhereunder and to assist in the preparation of Tax Returns. Prior Parent, the Company, and the Member Representative agree (i) to retain (and Parent and the destruction or discarding of any Company agree to cause the Business Entities and Related Consolidated Entities to retain) all books and records with respect to Tax matters pertinent to the Acquired Assets Business Entities or the Propane Group Related Consolidated Entities relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Parent or the Member Representative, any extensions thereof) of the respective taxable periods, and to abide by (and Parent and the Company agree to cause the Business Entities and Related Consolidated Entities to abide by) all record retention agreements entered into with any taxing authority, and (ii) to give (and Parent and the Company agree to cause the Business Entities and Related Consolidated Entities to give) the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, shall itself allowParent, the Company, or cause the Propane Group Entities to Member Representative, as the case may be, shall allow the other Party party to take, take possession of such books and records. In connection with Parent, the Company, and, following the Closing, the Member Representative further agree, upon request, to use their reasonable efforts to obtain (or cause to be obtained) any audit, litigation certificate or other proceeding document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to Taxes related to the Acquired Assets Transactions or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedotherwise.

Cooperation on Tax Matters. (i) Acquirer From and after the Contributor Parties shall cooperate fullyClosing Date, as and to the extent reasonably requested by the other Partyparty, in connection and at such party’s expense, Seller and Buyer shall assist and cooperate with the other party in the preparation and filing of any Tax Returns Return described in Section 10.4 and shall assist and cooperate with the other party in preparing for any auditdisputes, litigation audits, or other proceeding with respect litigation relating to Taxes related to for which the transactions other party is responsible pursuant to this Agreement, . Seller shall control any Tax audit or other Tax proceeding (a “Tax Contest”) relating to a taxable period of the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning Company ending on or before the Contribution Closing DateDate (such proceeding, each Party shall give the other Party reasonable written notice anda “Seller Proceeding”), if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer that to the extent the Seller Proceeding relates exclusively to the Acquired Company (i) Seller shall reasonably consult with Buyer and keep the Contributor Parties Buyer reasonably informed of regarding the progress and any potential compromise or settlement of each such Seller Proceeding, (ii) Buyer shall be permitted, at Buyer’s expense, to be present at, and participate in, any such auditSeller Proceeding, litigation or other proceeding and (iii) Seller shall not affect settle or compromise any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) Seller Proceeding without obtaining such Contributor PartyBuyer’s prior written consent thereto, (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned). With Buyer shall control any Tax Contest other than Seller Proceedings; provided however, that with respect to any such auditproceeding which relates to a Straddle Period: (i) Buyer shall reasonably consult with Seller and keep Seller reasonably informed regarding the progress and any potential compromise or settlement of each such proceeding, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties (ii) Seller shall be entitledpermitted, at the expense of the Contributor PartiesSeller’s expense, to attend be present at, and participate in all conferencesin, meetings any such proceeding, and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties (iii) Buyer shall not affect any settlement settle or compromise of any such Tax claim regarding the Acquired Assets or the Propane Group Entities proceeding without AcquirerSeller’s prior written consent, consent (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned).

Cooperation on Tax Matters. (i) Acquirer Acquiror shall, and shall cause Surviving Sub to, cooperate fully, as and to the Contributor Parties extent reasonably requested by the Stockholders’ Agent or an Effective Time Holder, in connection with the preparation, review and filing of Tax Returns and any audits or other proceedings involving Taxes for periods beginning on or prior to the Closing Date. The Effective Time Holders shall cooperate fully, as and to the extent reasonably requested by the other PartyAcquiror or Surviving Sub, in connection with the preparation, review and filing of Tax Returns and any audit, litigation audits or other proceeding with respect to proceedings involving Taxes related for periods beginning on or prior to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesClosing Date. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such auditTax Return preparation, litigation audit or other proceeding involving Taxes and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Surviving Sub agrees (i) to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and its Subsidiaries relating to any taxable Taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by the Acquiror, the Stockholders’ Agent, or any Effective Time Holder, any extensions thereof) of the respective Taxable periods and to abide by all record retention agreements entered into with any Tax Authority, (ii) to provide relevant workpapers for the Pre-Closing Periods and reasonable access to personnel to help the Stockholders’ Agent or Effective Time Holders with respect to any audit or other proceeding with respect to Taxes, and (iii) to give the other Party Stockholders’ Agent reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party Stockholders’ Agent so requests, Surviving Sub shall itself allow, or cause the Propane Group Entities to allow the other Party Stockholders’ Agent to take, take temporary possession of such books and records. In connection with Acquiror, Surviving Sub, and the Effective Time Holders further agree, upon request, to use their best efforts to obtain any audit, litigation certificate or other proceeding document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to Taxes related the transactions contemplated hereby). Acquiror and the Effective Time Holders also agree, upon reasonable request, to provide the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of with all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor information that either Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer report pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense Sections 6043 or 6043A of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement Code or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Acquirer Buyer and Seller shall, and shall cause their respective Affiliates (including, in the Contributor Parties shall case of Buyer, the Companies after the Closing Date) to, cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing of any Tax Returns and Return or the conduct of any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that are reasonably relevant to the preparation of any such Tax Return or the conduct of any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Buyer and Seller agree, and agree to cause their respective Affiliates (including, in the destruction or discarding case of any Buyer, the Companies after the Closing Date) to (i) retain all books and records with respect to Tax matters pertinent to the Acquired Assets or Companies until the Propane Group Entities relating expiration of any applicable statute of limitations, and to abide by all record retention agreements entered into with any taxable period beginning on or before the Contribution Closing Date, each Party shall give Taxing Authority for all periods required by such Taxing Authority and (ii) use commercially reasonable efforts to provide the other Party reasonable party with at least 30 days’ prior written notice andbefore destroying any such books and records, if during which period the other Party so requestsparty receiving the notice can elect to take possession, shall itself allowat its own expense, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection Without limiting the foregoing, Buyer shall prepare and provide to Seller a binder of tax and financial information materials in form and substance consistent with any auditeach Company’s historical practices, litigation or including without limitation, fixed asset-related data and other proceeding schedules and work papers to be used for financial statement reporting by Seller and to enable the Seller to prepare and file all Tax Returns required to be prepared and filed with respect to Taxes related to the Acquired Assets Companies (or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control Tax items of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(cCompanies) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject this Agreement (the “Tax Binder”). Buyer shall use commercially reasonable efforts to deliver the Tax Binder to the conditions set forth Seller no later than ninety (90) days after the Closing Date; provided that, in Section 8.4(c); providedthe event the Closing occurs after November 15, however2019 but prior to January 1, that 2020, Buyer shall use commercially reasonable efforts to deliver the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consentBinder to Seller no later than February 15, which consent shall not be unreasonably withheld, conditioned or delayed2020.

Cooperation on Tax Matters. (a) After Closing, upon reasonable written notice, Purchasers and Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party) relating to the Transferred Assets (including access to and copies of books and records and, in the case of ad valorem Taxes, supporting information regarding the appraisal methods used by Sellers to report the value of the Equipment for personal property tax purposes) as is reasonably requested for: the filing of all Tax Returns; the making of any election related to Taxes; the preparation for any Tax audit by any Governmental Authority; and the prosecution or defense of any claim, suit or proceeding related to any Tax Return. Sellers and Purchasers shall cooperate with each other in the conduct of any audit or other proceeding relating to (i) Acquirer Taxes involving the Transferred Assets or (ii) the allocation of the Purchase Price. Sellers shall be liable for and the Contributor Parties shall cooperate fullyhold Purchasers harmless from all Taxes levied, as and imposed or assessed with respect to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation audit or other proceeding of or related to Taxes by any Governmental Authority with respect to Taxes related the Transferred Assets and attributable to a Tax period ending on or before the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesClosing Date. Such cooperation Purchasers and Sellers shall include the retention until the later of (Ai) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Transferred Assets or the Propane Group Entities relating to any taxable period Taxable Period beginning on or before the Contribution Closing DateDate until the expiration of the applicable statute of limitations (and, each Party shall to the extent notified by Purchasers or Sellers, any 56 extensions thereof) of the respective Taxable Periods, and to abide by all record retention agreements entered into with any Government Authority and (ii) give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, Sellers, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Buyer and the Contributor Parties Seller and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Company Tax Returns for any Tax Periods for which one party could reasonably requested by require the assistance of the other Party, party in connection with the filing of Tax Returns obtaining any necessary information and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entitiesdocuments. Such cooperation shall include include, furnishing prior years' Tax Returns or return preparation packages to the retention until extent related to the later Company illustrating previous reporting practices or containing historical information relevant to the preparation of (A) seven (7) years from such Tax Returns, and furnishing such other information within such party's possession requested by the Contribution Closing Date or (B) the expiration of the party filing such Tax Returns as is relevant statute of limitations to their preparation. Such cooperation and (upon the other Party’s request) the information also shall include, without limitation, provision of records powers of attorney for the purpose of signing Tax Returns and information in such Party’s possession that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any such auditapplicable Governmental Entity responsible for the imposition or administration of Taxes ("Taxing Authority") which relate to the Company, litigation and providing copies of all relevant Tax Returns to the extent related to the Company, together with accompanying schedules and related workpapers, documents relating to rulings or other proceeding determinations by any Taxing Authority and making employees available on records concerning the ownership and Tax basis of reasonable best efforts property, which the requested party may possess. Seller and Buyer agree (i) to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company relating to any taxable period Tax Period beginning on or before the Contribution Closing DateDate until the applicable statute of limitations with respect to Taxes for the Company has expired and to abide by all record retention agreements entered into with any Taxing Authority; (ii) to allow the other party and its representatives at times and dates mutually acceptable to the parties, each Party shall to inspect, review and make copies of such records as such party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours at such party's expense; and (iii) to give the other Party party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party party so requests, Seller and Buyer, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such books and records. In connection with Buyer and Seller and their respective Affiliates shall make their respective employees and facilities reasonably available on a mutually convenient basis to explain any audit, litigation documents or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as information provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedhereunder.

Cooperation on Tax Matters. (i) Acquirer and Each of the Contributor Parties shall agrees 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 this Section 7(a) and any audit, litigation or other proceeding with respect to Taxes related of the Company or any of its Subsidiaries for any taxable period beginning prior to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesClosing Date. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s requestreasonable request of Purchaser or Parent, as the case may be) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Company and its Subsidiaries, on the one hand, and on the other, Seller and Parent, agree (A) to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and its Subsidiaries relating to any taxable period beginning on prior to the Closing Date until the expiration of the statute of limitations applicable thereto (and, to the extent notified by Purchaser or before the Contribution Closing DateParent, each Party shall any extensions thereof), and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party Parent or Purchaser, as applicable, reasonable written notice prior to transferring, destroying or discarding any such books and records and, if requested by Parent or Purchaser, as the other Party so requestscase may be, Purchaser, Company and its Subsidiaries, on the one hand, and on the other, Seller and Parent, shall itself allowallow Parent or Purchaser, or cause the Propane Group Entities as applicable, to allow the other Party to take, take possession of such books and records. In connection Purchaser and Parent further agree, upon the request of the other Party, to provide such other Party with any auditall information that Parent, litigation or other proceeding with respect to Taxes related to the Acquired Assets Seller or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties Company may be required to indemnify Acquirer report pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense Sections 6043 or 6043A of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets Code or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Acquirer Subject to Section 9.8, Seller shall control any Tax audits of the Company and the Contributor Parties Subsidiaries for any Pre-Closing Tax Period, and Buyer shall control any such Tax audits for subsequent periods. If Seller or its Affiliates (or Buyer or its Affiliates, as the case may be) receives notice of the assertion of any claim or commencement of any action or proceeding by a Taxing authority for a period that Buyer (or Seller, as the case may be) controls, then the first sentence of Section 7.7(a) of this Agreement shall apply, except that the party receiving such notice shall have thirty (30), rather than ten (10), calendar days within which to give the other party written notice thereof. Buyer, the Company and the Subsidiaries, on the one hand, and Seller and the Contributing Companies, on the 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 this Article IX and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation cooperation/control shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Company and the Subsidiaries, on the one hand, and Seller and the Contributing Companies, on the other hand, agree to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets Company, the Subsidiaries and the Contributing Companies (to the extent relating to the use or operation of the Propane Group Entities Verizon AssetCo Assets) relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give Date until the other Party reasonable written notice expiration of the statute of limitations (and, if to the other Party so requestsextent notified by Buyer or Seller, shall itself allowany extensions thereof) of the respective taxable periods, or cause the Propane Group Entities and to allow the other Party to take, possession of such books and records. In connection abide by all record retention agreements entered into with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedtaxing authority.

Cooperation on Tax Matters. (i) Acquirer The Buyer and the Contributor Parties Seller and their respective Affiliates shall cooperate fully, as and to in the extent preparation of all Tax Returns for any Tax Periods for which one Party could reasonably requested by require the assistance of the other Party, Party in connection with the filing of Tax Returns obtaining any necessary information and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entitiesdocuments. Such cooperation shall include include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages to the retention until extent related to the later Acquired Companies illustrating previous reporting practices or containing historical information relevant to the preparation of (A) seven (7) years from such Tax Returns, and furnishing such other information within such Party's possession requested by the Contribution Closing Date or (B) the expiration of the Party filing such Tax Returns as is relevant statute of limitations to their preparation. Such cooperation and (upon the other Party’s request) the information also shall include, without limitation, provision of records powers of attorney for the purpose of signing Tax Returns and information in such Party’s possession that are reasonably relevant defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any such auditapplicable Governmental Entity responsible for the imposition or administration of Taxes ("Taxing Authority") which relate to the Acquired Companies, litigation and providing copies of all relevant Tax Returns to the extent related to the Acquired Companies, together with accompanying schedules and related workpapers, documents relating to rulings or other proceeding determinations by any Taxing Authority and making employees available on records concerning the ownership and Tax basis of reasonable best efforts property, which the requested Party may possess. The Seller and the Buyer agree (i) to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the any Acquired Assets or the Propane Group Entities Company relating to any taxable period Tax Period beginning on or before the Contribution Closing DateDate until the applicable statute of limitations with respect to Taxes for such Acquired Company has expired and to abide by all record retention agreements entered into with any Taxing Authority; (ii) to allow the other Party and its representatives at times and dates mutually acceptable to the Parties, each to inspect, review and make copies of such records as such Party shall may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours at such Party's expense; and (iii) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Seller and the Buyer, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, take possession of such books and records. In connection with The Buyer and the Seller and their respective Affiliates shall make their respective employees and facilities reasonably available on a mutually convenient basis to explain any audit, litigation documents or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as information provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedhereunder.

Cooperation on Tax Matters. (i) Acquirer Purchaser and the Contributor Parties shall cooperate fullyCompany will cooperate, as and to the extent reasonably requested by the other Partyparty, in connection with any audit, litigation or other pro-ceeding with respect to Taxes. Such cooperation will include the filing retention and (upon the other party's request) the provision of records and informa-tion which are reasonably relevant to any such audit, litiga-tion or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Purchaser and the Company agree (A) to retain all books and records with respect to Tax Returns matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser 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 (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Purchaser or the Company, as the case may be, will allow the other party to take possession of such books and records. With respect to any audit, litigation or other proceeding with respect to Taxes related (“Tax Contest”) that relates solely to taxable periods that end on or before the transactions pursuant to this AgreementClosing Date, the Acquired Assets or the Propane Group Entities. Such cooperation Shareholders’ Agent shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any control such audit, litigation or other proceeding proceeding, including the defense and making employees available on settlement thereof, unless the basis Shareholders’ Agent otherwise informs Purchaser in writing; provided that the Shareholders’ Agent (1) shall keep Purchaser reasonably informed concerning the progress of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect proceeding, (2) provide Purchaser copies of all correspondence and other documents relevant to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding proceeding, and (3) shall not affect any settle such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) proceeding without obtaining such Contributor Party’s prior written the consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consentPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall have the right (but not the duty) to participate in the defense of any such proceeding (which shall include participation in meetings with Taxing authorities and review and comment on written submissions to Taxing authorities) and to employ counsel, at its own expense, separate from the counsel employed by the Shareholders’ Agent. With respect to any other Tax Contest involving Tax matters or items that could reasonably be expected to form the basis for a claim of indemnification against the Company Holders pursuant to this Agreement, Purchaser will control such Tax Contest, including the defense and settlement thereof; provided that Purchaser (1) shall keep the Shareholders’ Agent reasonably informed concerning the progress of such audit, litigation or other proceeding, (2) provide the Shareholders’ Agent copies of all correspondence and other documents relevant to such audit, litigation or other proceeding, and (3) shall not settle such proceeding without the consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, the Shareholders’ Agent may, at the expense of the Company Holders, elect to participate in the defense of any such Tax Contest, which shall include participation in meetings with taxing authorities and review and comment on written submissions to taxing authorities.

Cooperation on Tax Matters. (i) Acquirer Blackbaud, the Company, each Subsidiary and the Contributor Parties Stockholder Representative shall cooperate fully, as and to the extent reasonably requested by the other Party, fully in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to for any earlier taxable period of the transactions pursuant to this Agreement, the Acquired Assets Company or the Propane Group Entitiesany Subsidiary. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyanother party’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior , to the destruction or discarding of any extent reasonably available to such party. Blackbaud agrees (i) to retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and each Subsidiary relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by the Stockholder Representative, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity and (ii) to give the other Party Stockholder Representative reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party Stockholder Representative so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party Stockholder Representative to take, take possession of such books and records. In connection Unless required by applicable Law, Blackbaud will not, and Blackbaud will ensure that the Company does not, after Closing, submit any Tax Return concerning the Company or enter into any correspondence with any audit, litigation Taxation Authority relating to a Pre-Closing Tax Period or other proceeding with respect to Taxes related a Straddle Tax Period in relation to the Acquired Assets or Company which would lead to increased Tax Liability on the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party part of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayeda Stockholder.

Cooperation on Tax Matters. Purchaser and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to Records whether in hard copy paper form or in electronic form) and assistance relating to (i) Acquirer the Business and the Contributor Parties Transferred Entities as is reasonably necessary for the filing of any Tax Return (including any report required pursuant to Section 6043 of the Code and all Treasury Regulations promulgated thereunder), for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment and (ii) the Hope Bonds Assignment and Assumption Agreements and the Payment in Lieu of Taxes Agreement related to the Hope Bonds. Purchaser and Seller agree to retain or cause to be retained all Records (including the maintenance of systems and software necessary to retrieve such electronic Records) pertinent to the Business and the Transferred Entities until 30 days following the applicable period for assessment under Law (giving effect to any and all extensions or waivers) has expired, and to abide by or cause the abidance with all record retention agreements entered into with any Taxing Authority. Purchaser agrees to give Seller reasonable notice prior to transferring, discarding or destroying any such Records (including electronic Records) relating to Tax matters and, if Seller so requests, Purchaser shall allow Seller to take possession of such Records (including electronic Records) at Seller’s expense. Purchaser and Seller shall cooperate fully, with each other in the conduct of any audit or other proceedings involving the Business or any Transferred Entity for any Tax purposes and each shall execute and deliver such powers of attorney and other documents as and are reasonably necessary to carry out the intent of this Section 9.03. Nothing in this Agreement shall be construed as providing Purchaser with the right to receive a copy of or review any financial or Tax records relating to the extent reasonably requested by Business (other than Tax records of the Transferred Entities) that form part of Seller’s or any other Partymember of the Seller Group’s general ledger or Tax Returns. Notwithstanding anything to the contrary herein (including Section 2.03(f)), neither Seller nor any other member of the Seller Group shall be entitled to review the Tax Returns of Purchaser or any affiliate of Purchaser for any purpose, including in connection with the filing of Tax Returns and any audit, litigation Action or other proceeding with respect to Taxes related to dispute (whether between the transactions pursuant to this Agreement, the Acquired Assets parties hereto or the Propane Group Entities. Such cooperation shall include the retention until the later of (Ainvolving third parties) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedotherwise.

Cooperation on Tax Matters. (i) Acquirer The Purchaser, the Company and the Contributor Parties Stockholder Representative shall cooperate fullyprovide such cooperation and information, as and to the extent reasonably requested by the other Partyrequested, in connection with the signing and filing of any Tax Returns and Return, amended Tax Return or claim for refund, determination of liability for Taxes or a right to refund of Taxes, or in conducting any audit, administrative or judicial proceeding, litigation or demand, claim or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entities(“Tax Proceeding”). Such cooperation and information shall include providing copies of all relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings and other determinations by taxing authorities, and relevant records concerning the retention ownership and Tax basis of property, which any such Party may possess. Each Party will retain all Tax Returns, schedules, work papers, and all material records and other documents relating to Tax matters of the Company and the Subsidiaries for all Pre-Closing Tax Periods until the later of (A) seven (7) years from the Contribution Closing Date or (B) 30 days after the expiration of the relevant applicable statute of limitations (and, to the extent notice is provided with respect thereto, any extensions thereof) for the Tax periods to which the Tax Returns and (upon the other Party’s request) the provision of records documents relate, and information in such Party’s possession that are will abide by all record retention agreements entered into with any taxing authority. Each Party shall make its employees or representatives reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts at its cost to provide additional information and explanation of any material provided hereunderdocuments or information so provided. Prior Notwithstanding anything to the destruction contrary set forth herein, no officer, director, or discarding employee of Purchaser (or the Company or any books and records of its Subsidiaries after the Closing or any of their Affiliates) shall be required to execute any penalties-of-perjury statement required to be prepared in connection with a Tax Proceeding or Tax Return if such individual is advised in writing by Purchaser’s legal counsel that that there is a more than immaterial risk that the execution of such statement by such individual will subject such individual to criminal or civil claim liability (after giving effect to any available exceptions or abatements with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(ccivil penalties), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Buyer and the Contributor Parties Seller shall cooperate fullycooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesARTICLE 8 and any Proceeding related thereto. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any Buyer and Seller shall retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and its Subsidiaries relating to any taxable Tax period beginning on or before the Contribution Closing DateDate until thirty (30) days after the expiration of the statute or period of limitations of the respective Tax periods. Subject to and conditioned on Seller acknowledging in writing its obligation to indemnify the Buyer Indemnitees pursuant to Section 8.1 for all Taxes ultimately determined to be payable with respect thereto, each Seller shall have the right to control any Proceeding relating to any Pre-Closing Tax Period, other than a Straddle Period. The Buyer shall have the right to control any Proceeding relating to a Straddle Period. The Party controlling any such Proceeding in accordance with the foregoing shall give keep the other Party reasonable reasonably informed with respect thereto, and such other Party shall have the right, but not the obligation, to participate therein, at the sole cost and expense of such participating Party. The Party controlling any Proceeding in accordance with the foregoing shall not settle or compromise any such Proceeding without the prior written notice and, if consent of the other Party so requests(i.e., shall itself allowBuyer, on the one hand, or cause the Propane Group Entities to allow Seller, on the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent theretohand), which shall not be unreasonably withheld, conditioned or delayed. With respect Any dispute as to any such audit, litigation a whether to agree to a compromise or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim settlement in accordance with and subject the foregoing may be submitted by either Party to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedAccountants for resolution.

Cooperation on Tax Matters. (ia) Acquirer and Parent shall have the Contributor Parties shall cooperate fully, as and right to represent the extent reasonably requested by the other Party, interests of Company in connection with the filing of any Tax audit or administrative or court proceeding relating to Tax Returns described in Paragraphs 3 and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise 4 with respect to which any Contributor Party is Parent may be liable for Taxes pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to this Agreement (including any such audit, litigation proceedings relating to Company or other proceedings any Company Subsidiary) and shall control such audit or proceeding with respect to Taxes for which it is responsible under paragraphs 3 & 4 of this Schedule D consistent with the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend Liabilities Undertaking and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(cIndemnification Agreement (Exhibit F); provided, however, that Authority shall have the Contributor Parties shall not right to participate in any such audit or proceeding to the extent that any such audit or proceeding may affect the Tax liability of Authority, any settlement of its affiliates or compromise Company for any period ending after the Closing Date and to employ counsel of its choice at its own expense for purposes of such Tax claim regarding participation and shall control such audit or proceeding with respect to Taxes for which it is responsible under paragraph 4 of this Schedule D consistent with the Acquired Assets Liabilities Undertaking and Indemnification Agreement (Exhibit G). Notwithstanding anything to the contrary contained or implied in this Agreement, without the Propane Group Entities without Acquirer’s prior written consentapproval of Authority, which neither Parent nor any affiliate of Parent shall agree or consent to compromise or settle, either administratively or after the commencement of litigation, any issue or claim arising in any such audit or proceeding, or otherwise agree or consent to any Tax liability, to the extent that any such compromise, settlement, consent or agreement may affect the Tax liability of Authority or Company for any Tax Period ending after the Closing Date. Except to the extent required by law, neither Authority nor any of its Subsidiaries shall not take any position with respect to Taxes that is inconsistent with any position taken by the Company prior to the Closing Date and shall file no amended Tax Returns with respect to any Tax Period that ends before or includes the Closing Date. Neither Parent nor any affiliate of Parent shall, without the prior written consent of Authority, file, or cause to be unreasonably withheldfiled, conditioned any amended Tax return or delayedclaim for Tax refund, with respect to Company to the extent that any such filing may affect the Tax liability of Authority, any of its affiliates, or Company for any Tax Period ending after the Closing Date.

Cooperation on Tax Matters. (i) Acquirer Buyer and the Contributor Parties shall cooperate fullyRepresentative will cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesArticle and any Proceeding related thereto. Such cooperation shall will include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding Proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to Buyer and the destruction or discarding of any Representative will retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and its Subsidiaries relating to any taxable Tax period beginning on or before the Contribution Closing DateDate until thirty (30) days after the expiration of the statute or period of limitations of the respective Tax periods. Neither Buyer nor any of its Affiliates shall (or shall cause or permit the Surviving Corporation or any Subsidiary to) amend, each Party shall give refile or otherwise modify any Tax Return relating in whole or in part to the other Party reasonable written notice and, if the other Party so requests, shall itself allow, Surviving Corporation or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding Subsidiary with respect to Taxes related to any Pre-Closing Tax Period or any Straddle Period unless required by applicable Tax Law without the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control consent of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consentRepresentative, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned; provided, however, that Buyer shall not be obligated to obtain Representative’s consent if Buyer waives its right to indemnification for any liabilities relating to any such amendment, modification, or refiling. Buyer shall not, without the prior consent of the Representative (which may, in its sole and absolute discretion, withhold such consent), make, or cause or permit to be made, any Tax election, or adopt or change any method of accounting, or undertake any extraordinary action on the Closing Date, that would affect the Stockholders or the Company for any period or portion thereof ending on or prior to the Closing Date; provided, however, that Buyer shall not be obligated to obtain the Representative’s consent if Buyer waives its right to indemnification for any liabilities relating to any such election.

Cooperation on Tax Matters. (i) Acquirer Purchaser, the Company and the Contributor Parties Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article VIII and for the preparation for any Audit or court proceeding and for the prosecution or defense of any pending or threatened Audit or court proceeding or any assessment, proposed adjustment, deficiency, or other similar claim with any such assessment, proposed adjustment deficiency or other similar claim referred to herein as a (“Tax Claim”). Such cooperation shall include (i) written notification of any audit, litigation or other proceeding with respect to Taxes related to within thirty (30) days of the transactions pursuant to this Agreementinitiation of such audit, the Acquired Assets litigation or the Propane Group Entities. Such cooperation shall include other proceeding, and (ii) the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding proceeding, gathering data and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Any information obtained under Section 8.2 (Tax Returns) or this Section 8.3 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an Audit or court proceeding or defending any Tax Claim. Purchaser shall keep and maintain all such Tax Returns (and other information relating to Taxes) and shall make available to Seller such Tax Returns and information as reasonably required by Seller to allow Seller to satisfy its respective obligations under Article VIII (Covenants Related to Tax Matters) and Article XI (Indemnification). Seller, Purchaser and the destruction or discarding of any Company agree (A) to retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company relating to any taxable Taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations, each Party shall give including the expiration of any loss carry-forwards generated during Pre-Closing Tax Periods (and, to the extent notified by Purchaser or Seller, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) unless otherwise consented to in writing by the other Party reasonable written notice andparties, if Seller, Purchaser or the other Party so requestsCompany shall not destroy, shall itself allow, alter or cause the Propane Group Entities to allow the other Party to take, possession otherwise dispose of any such books and records. In connection with , or any auditportions thereof, litigation or other proceeding with respect without first offering to Taxes related surrender to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer other Party such books and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedrecords.

Cooperation on Tax Matters. (i) Acquirer Buyer, the Acquired Entities and the Contributor Parties 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 9.1 and any audit, litigation audit or other proceeding Proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation audit or other proceeding Proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to Buyer will promptly notify Sellers of the destruction or discarding commencement of any books Proceeding by any Tax authority, as well as any notice of assessment and records any notice and demand for payment, concerning any Taxes for which indemnification may be required under this Agreement. Sellers shall control the strategy, defense and settlement of any Proceeding relating to Taxes attributable to any Pre-Closing Tax Periods, provided that (i) Sellers acknowledge in writing their liability under this Agreement to hold the Buyer Group harmless against the full amount of any adjustment which may be made as a result of such Proceeding, (ii) Sellers shall not take any position in any such Proceeding inconsistent with respect to Tax matters pertinent to past practices and positions taken by the Acquired Assets Entities, (iii) the Buyer may participate in any such Proceeding at its own expense and with counsel of its choosing, and (iv) if any of the issues raised in any such Proceeding could reasonably be expected to have a material impact on Taxes of Buyer or the Propane Group Entities relating to any Acquired Entity or any of their respective affiliates for any taxable period beginning on or before ending after the Contribution Closing Date, each Party the Sellers shall give not settle or compromise any such Proceeding without the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control consent of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed.). Buyer will reasonably cooperate with Sellers and cause the Acquired Entities to reasonably cooperate with Sellers. Sellers shall promptly notify Buyer if Sellers decide not to participate in the defense of any such Proceeding and Buyer thereupon shall be permitted (as its own expense) to defend such Proceeding, in which event Sellers will reasonably cooperate with Purchaser. Without the prior written consent of Sellers (not to be unreasonably withheld, conditions or delayed), Buyer shall not cause or permit any of the Acquired Entities to file any amended Tax Return relating to Pre-Closing Tax Periods or file any claim for a refund of Taxes relating to Pre-Closing Tax Periods. The Acquired Entities and Sellers agree (A) to retain all books and records with respect to Tax matters and pertinent to the Acquired 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 Buyer or Sellers, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Acquired Entities or Sellers, as the case may be, shall allow the other party to take possession of such books and records. (e)

Cooperation on Tax Matters. (i) Acquirer Buyer and the Contributor Parties Seller shall cooperate fully, and 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 Party, in connection with the filing of Tax Returns and any audit, litigation examination, inquiry, claim for refund, lawsuit, Action, claim, arbitration, mediation or other proceeding at Law or in equity by or before a Taxing Authority with respect to Taxes related relating to the transactions pursuant Purchased Assets with respect to this Agreement, the Acquired Assets any Pre-Closing Tax Period or the Propane Group EntitiesStraddle Tax Period (each a “Tax Claim”). Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of access to records and information in such Party’s possession that which are reasonably relevant to any such auditTax Return or Tax Claim, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunderhereunder and executing powers of attorney. Prior Seller and Buyer shall, and Buyer shall cause its Affiliates to the destruction or discarding of any (a) retain all books and records with respect to Tax matters pertinent to the Acquired Business and the Purchased Assets or the Propane Group Entities relating to any taxable period beginning on or before Pre-Closing Tax Period for six (6) years following the Contribution Closing DateDate and to abide by all record retention agreements entered into with any Taxing Authority, each Party shall and (b) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Seller and Buyer shall, and Buyer shall itself allowcause its Affiliates to, or cause the Propane Group Entities to allow the other Party Party, at such other Party’s expense, to take, take possession of such books and records. In connection with Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to transfer to Buyer any audit, litigation Tax Returns or other proceeding 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 Seller each agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any 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, including with respect to Taxes related the transactions contemplated by this Agreement. In the event Seller or one of its Affiliates is required by applicable Law to file the Tax Return in respect of Tax for a Pre-Closing Tax Period or a Straddle Tax Period that is an Assumed Liability, Seller shall provide a draft of such Tax Return as soon as practicable for Buyer’s review, comment and approval prior to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY filing thereof. Seller shall promptly notify each other upon receipt by make such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating changes to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedReturn as reasonably requested by Buyer.

Cooperation on Tax Matters. (a) Subject to Section 8.05(b), Parent 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 Transferred Assets, the Assumed Liabilities and the Transferred Subsidiaries (including access to books and records) as is reasonably necessary for the filing of all Tax Returns (including any report required pursuant to Section 6043A of the Code and all Treasury Regulations promulgated thereunder), the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Parent and Seller shall (i) Acquirer retain all books and records with respect to Taxes pertaining to the Contributor Parties Business, the Transferred Assets, the Assumed Liabilities or the Transferred 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’ 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. Seller and Parent shall cooperate with each other fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing conduct of Tax Returns and any audit, litigation audit or other proceeding with respect relating to Taxes related involving the Business, the Transferred Assets, the Assumed Liabilities or the Transferred Subsidiaries. In addition, if so requested by Seller, the parties shall cooperate in making all filings to obtain copies of any applicable clearance certificates pursuant to section 6 of the Retail Sales Tax Act (Ontario), section 187 of the Provincial Sales Tax Act (British Columbia), section 51 of the Revenue and Financial Services Act (Saskatchewan), section 45 of the Tax Administration and Miscellaneous Taxes Act (Manitoba) and any equivalent or corresponding provisions under any other Applicable Laws of any province or territory and will use commercially reasonable efforts to obtain all such clearance certificates prior to the transactions pursuant Closing Date. Seller shall indemnify and defend Buyer from, and hold Holdings, Parent, Buyer and their Affiliates harmless from, all Tax Losses as a result of, or in connection with, any failure to this Agreement, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to obtain any such audit, litigation certificate and from any failure by Seller or other proceeding and making employees available on the basis any of reasonable best efforts its Affiliates to provide additional information and explanation of pay any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedprovincial sales Tax.

Cooperation on Tax Matters. (i) Acquirer Parent, the Company, Company Subsidiary and the Contributor Parties Securityholder Representative Committee 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 5.12 and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Partyparty’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and the making available of employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior Parent, the Company, Company Subsidiary and the Securityholder Representative Committee agree (i) to the destruction or discarding of any retain all financial books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and Company Subsidiary relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Parent or the Securityholder Representative Committee, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other Party party reasonable written notice prior to transferring, destroying or discarding any such financial books and records and, if the other Party party so requests, the Company, Company Subsidiary or the Securityholder Representative Committee, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party party to take, take possession of such financial books and records. In connection with any auditParent shall not, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect cause or permit the Surviving Corporation to (i) make any such settlement Tax election that has any retroactive effect on any taxable period (or compromise with respect portion thereof) ending on or prior to which any Contributor Party is liable pursuant to Section 8.1(c) the Closing Date without obtaining such Contributor Party’s the prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, Securityholder Representative Committee (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) amend or cause to be amended any Tax Return of the Company or Company Subsidiary for any taxable period (or portion thereof) ending on or prior to the Closing Date without the prior written consent of the Securityholder Representative Committee (which consent shall not be unreasonably withheld, conditioned or delayed), unless such election or amendment would not increase the Company Securityholder Indemnifying Parties’ liability pursuant to this Agreement.

Cooperation on Tax Matters. (ia) Acquirer The Company and the Contributor Parties each Shareholder shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the preparation and filing of any Tax Returns Return, statement, report or form (including any report required pursuant to Section 6043 of the Code and all Treasury Regulations promulgated thereunder), any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the preparation of Pro Forma Returns as set forth in Section 5.4(b) and retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s party's request) the provision of records and information in such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Company and each Shareholder agree (i) to the destruction or discarding of any retain all books and records under their respective control with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company relating to any taxable period beginning on Pre-Closing Tax Period until the expiration of the applicable statute of limitations (taking into account any waivers or before the Contribution Closing Dateextensions) or, each Party if sooner, such time as a Final Determination shall have been made with respect to Taxes for such period, and to abide by all record retention agreements entered into with any Taxing Authority, and (ii) to give the other Party party reasonable written notice prior to destroying or discarding any such books and records and, if the other Party either party so requests, the other party shall itself allow, or cause the Propane Group Entities to allow the other Party requesting party to take, take possession of such books and records. In connection with any audit(b) On April 30, litigation or other proceeding 1999 with respect to Taxes related to the Acquired Assets or tax year ending on the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer the Company shall deliver to each Shareholder a draft of a pro forma Federal Tax return (a "Pro Forma Federal Return") and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiriesappropriate pro forma State Tax returns (a "Pro Forma State Return" and together with the Pro Forma Federal Returns, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control the "Pro Forma Returns") of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to Company for the Acquired Assets or the Propane Group Entities for periods tax year beginning on or before January 1, 1998 and ending on the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim prepared in accordance with Section 5.4(c). Each Shareholder shall have the right at such Shareholder's expense to review all work papers and subject procedures used to prepare the conditions set forth in Section 8.4(c)Pro Forma Returns. (c) The Pro Forma Returns shall be prepared as if the Company were filing its own separate return for all Pre- Closing Tax Periods; provided, however, that income, deductions, credits and losses shall be computed in a manner consistent with past practices. The Shareholders and Parent agree that the Contributor Parties Company will prepare the Pro Forma Federal Return for the period beginning January 1, 1998 and ending on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(2) (and will not elect to ratably allocate non-extraordinary items for the year in which the Closing Date occurs pursuant to Treasury Regulations Section 1.1502-76(b)(2)(ii), but may ratably allocate non-extraordinary items for the month in which the Closing Date occurs pursuant to Treasury Regulations Section 1.1502-76(b)(2)(iii)). The Pro Forma State Return shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.prepared in

Cooperation on Tax Matters. (i) Acquirer EPE Holdco shall control any contest of Taxes relating to EPE Holdco or its Subsidiaries after the Closing Date, whether such contest relates to Taxes attributable to Pre-Closing Periods; provided that Seller shall be permitted to (and, upon Seller’s request at its sole discretion, The Promenade Trust, a grantor trust created under the laws of Tennessee (the “Trust”), shall also be permitted to jointly) contest the validity, applicability and amount of the Contributor Parties shall cooperate fully, as and imposition of any Tax or proposed adjustment to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding Taxes with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution any Pre-Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise Period with respect to which Seller would be obligated to indemnify; provided , however, that Seller (and the Trust, if applicable) shall have no right to direct EPE Holdco in connection with, or to control any Contributor Party contest, if EPE Holdco waives in writing its right to indemnification hereunder or with respect to issues with respect to which Seller is liable pursuant not obligated to Section 8.1(cindemnify. Seller shall be permitted to (and, upon Seller’s request at its sole discretion, the Trust shall also be permitted to jointly) without obtaining control any audit or proceeding that is solely with respect to any Pre-Closing Periods; provided that Seller (and the Trust, if applicable) shall permit EPE Holdco to participate fully in all negotiations, consultations and other meetings with the applicable tax authorities and shall provide EPE Holdco with all correspondence relating to such Contributor Party’s prior written consent theretocontest, which and will otherwise consult in good faith during the course of such contest and Seller (and the Trust, if applicable) shall not agree to any resolution or settlement of a contest that would result in an increase of EPE Holdco’s liability for Taxes with respect to which Seller is not indemnifying EPE Holdco without EPE Holdco’s consent, not to be unreasonably withheld, conditioned or delayed. With respect Seller may agree to any a resolution or settlement of a contest, without EPE Holdco’s consent, if such audit, litigation or other proceedings resolution does not result in an increase of EPE Holdco’s liability for Taxes with respect to which Seller is not indemnifying EPE Holdco. Either party can settle its years without the consent of the other party, unless such settlement results in an increase in Taxes for the years not subject to indemnification. In the event of an audit or proceeding which covers both a Pre-Closing Period and a taxable period ending after the Contributor Closing Date, the Parties shall use good faith efforts to have the audit or proceeding bifurcated. If the audit or proceeding cannot be bifurcated into two separate audits or proceedings, EPE Holdco will control the contest but will upon receipt of a written request of Seller (or the Trust, if applicable), retain an independent accounting firm (not regularly retained by EPE Holdco) to coordinate the pursuit of such contest under the direction of EPE Holdco’s Board of Directors and officers. EPE Holdco will direct such independent accounting firm to cooperate with Seller (and the Trust, if applicable) and provide Seller (and the Trust, if applicable) with the same access to personnel participating in the audit as EPE Holdco. EPE Holdco will permit Seller (and the Trust, if applicable) to participate fully in all negotiations, consultations and other meetings with the applicable tax authorities. EPE Holdco will, and will request independent accounting firm to, act reasonably and in good faith in connection with the pursuit of such contest and the negotiation of any settlement or compromise, taking into account the interests of Seller in the years in which Seller may ultimately be required liable to indemnify Acquirer pursuant for the Taxes that are the subject of such contest as well as the interests of EPE Holdco for the years in which EPE Holdco will ultimately be liable to Section 8.1(c)indemnify for the Taxes that are the subject of such contest. In the event EPE Holdco reaches a settlement with the taxing authority or receives a notice of determination (or other similar notice) which it does not wish to contest for any year for which Seller would have an obligation to indemnify EPE Holdco, Seller (and the Contributor Parties Trust, if applicable) shall be entitled, at have the expense opportunity to reject such settlement or contest such notice and take control of the Contributor Partiescontest, provided that Seller (and the Trust, if applicable) will assume all costs of the contest including the payment of Taxes for years in which Seller would not otherwise be obligated to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject indemnify EPE Holdco to the conditions extent such Taxes exceed the amount of Taxes for such periods under the proposed settlement agreement or notice. In the event a notice of determination (or other similar notice) is received, and Seller does not wish to contest the deficiency for the Pre-Closing Periods, then if EPE Holdco contests such determination, EPE Holdco shall indemnify Seller for any increase in Taxes for the Pre-Closing Periods above the amount of Taxes set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayednotice.

Cooperation on Tax Matters. AMG shall promptly notify FAI and FAID in writing of the commencement of any claim, audit, examination, or other proposed change or adjustment of which it or any of its Affiliates has been informed of by any Taxing Authority relating to Tax Returns of either of the LLCs for any Pre-Closing Tax Period (a "Tax Audit"). Such notice shall describe the asserted Tax Audit in reasonable detail and shall include copies of any notices and other documents received from any taxing authority in respect thereof. FAI and/or FAID may elect to control and settle any Tax Audit (including any subsequent court proceeding) at its own expense (including without limitation with respect to the payment of any Taxes resulting therefrom) to the extent it relates to a Pre-Closing Tax Period. AMG and each of the LLCs shall cooperate in reasonable respects with FAI and FAID in the defense of any such Tax Audit or proceeding. AMG, FAI, FAID and each of the Stockholders and Charities shall: (i) Acquirer cooperate in the preparation of any Tax Returns which the others are responsible for preparing and filing, (ii) cooperate fully in preparing for any audits of, or disputes with taxing authorities regarding, any Tax liability of either of the Contributor Parties shall cooperate fullyLLCs, FAI, FAID or the Stockholders relating thereto with respect to Pre-Closing Tax Periods, (iii) make available to the others and to any taxing authority, as reasonably requested, all information, records and documents relating to any Tax liability of either of the extent reasonably requested by LLCs, FAI, FAID or any of the other PartyStockholders relating thereto with respect to Pre-Closing Tax Periods, (iv) provide timely written notice to AMG, FAI and FAID of any written notice received from any Taxing Authority in connection with the filing of Tax Returns and any audit, litigation audit or other proceeding information request with respect to Taxes related any Tax liability of either of the LLCs, FAI, FAID or any Stockholder or Charity relating thereto with respect to Pre-Closing Tax Periods, and (v) furnish AMG, FAI and FAID with copies of all correspondence received from any Taxing Authority in connection with any audit or information request with respect to any tax liability of any of the transactions pursuant to this AgreementLLCs, the Acquired Assets FAI, FAID or the Propane Group EntitiesStockholders or Charities relating thereto with respect to Pre-Closing Tax Periods. Such cooperation shall include In addition, AMG, FAI, FAID and each of the retention until the later of Stockholders and Charities agrees (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any retain all books and records in its possession with respect to Tax matters pertinent to the Acquired Assets or Xxxxxx Companies and the Propane Group Entities LLCs relating to any taxable period beginning on or before the Contribution date of the Closing Dateuntil the expiration of the statute of limitations (and, each Party shall to the extent notified by AMG, FAI, FAID or any of the Stockholders or Charities, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (B) to give the other Party FAI, FAID or AMG (as applicable) reasonable written notice prior to transferring, destroying or discarding any such books and records and, if any of the other Party parties so requests, AMG, FAI, FAID or any of the Stockholders or Charities, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party parties to take, take possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

Cooperation on Tax Matters. (i) Acquirer Following the Closing, the Sellers, on the one hand, and Buyer, on the Contributor Parties other hand, shall, and Buyer shall cause the Company to, cooperate fully, as and to the extent reasonably requested by the any other Partyparty, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities preparation of any Tax Return. Such cooperation shall include the retention and (upon any other party’s request) the provision of records and information which are reasonably relevant to any such Tax matter or required by the Code or other applicable Law and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Sellers and Buyer agree (a) to retain all books and records with respect to Tax matters pertinent to (i) the Company and (ii) the Business or the Purchased Assets for the period owned by the Asset Seller relating to any taxable periods period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, Acquirer to the extent notified by Buyer or Sellers’ Representative, any extensions thereof) of the respective taxable periods, and NRGY shall promptly notify each to abide by all record retention agreements entered into with any Taxing Authority, and (b) to give the other upon receipt by such Party of party reasonable written notice prior to transferring, destroying or discarding any such books and records and allow such other party to take possession of such books and records. Buyer, on the one hand, and the Sellers, on the other hand, agree, upon request, to use commercially reasonable efforts to obtain any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation certificate or other proceedings document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to Taxes related the transactions contemplated hereby). The Sellers, on the one hand, and Buyer, on the other hand, further agree, upon request, to provide the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including other party with all information that any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties party may be required to indemnify Acquirer report pursuant to Section 8.1(c)the Code, and all regulations promulgated thereunder, or other applicable Law. All Tax sharing agreements or similar agreements with respect to or involving (i) the Contributor Parties Company or (ii) the Business or the Purchased Assets shall be entitled, at the expense deemed terminated as of the Contributor PartiesClosing, to attend and participate in all conferencesand, meetings and proceedings relating to such Tax claim and may control and assume after the defense of such Tax claim in accordance with and subject to Closing, neither Buyer nor the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties Company shall not affect be bound thereby or have any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedliability thereunder.

Cooperation on Tax Matters. (i) Acquirer Purchaser and the Contributor Parties shall cooperate fullyCompany will cooperate, as and to the extent reasonably requested by the other Partyparty, in connection with any audit, litigation or other pro-ceeding with respect to Taxes. Such cooperation will include the filing retention and (upon the other party's request) the provision of records and informa-tion which are reasonably relevant to any such audit, litiga-tion or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided under this Agreement. Purchaser and the Company agree (A) to retain all books and records with respect to Tax Returns matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser 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 (B) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, Purchaser or the Company, as the case may be, will allow the other party to take possession of such books and records. With respect to any audit, litigation or other proceeding with respect to Taxes related (“Tax Contest”) that relates solely to taxable periods that end on or before the transactions pursuant to this AgreementClosing Date, the Acquired Assets or the Propane Group Entities. Such cooperation Shareholders’ Agent shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any control such audit, litigation or other proceeding proceeding, including the defense and making employees available on settlement thereof, unless the basis Shareholders’ Agent otherwise informs Purchaser in writing; provided that the Shareholders’ Agent (1) shall keep Purchaser reasonably informed concerning the progress of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect proceeding, (2) provide Purchaser copies of all correspondence and other documents relevant to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding proceeding, and (3) shall not affect any settle such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) proceeding without obtaining such Contributor Party’s prior written the consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consentPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed.. Purchaser shall have the right (but not the duty) to participate in the defense of any such proceeding (which shall include participation in meetings with Taxing authorities and review and comment on written submissions to Taxing authorities) and to employ counsel, at its own expense, separate from the counsel employed by the Shareholders’ Agent. With respect to any other Tax Contest involving Tax matters or items that could reasonably be expected to form the basis for a claim of indemnification against the Company Holders pursuant to this Agreement, Purchaser will control such Tax Contest, including the defense and settlement thereof; 31 Confidential Treatment Requested provided that Purchaser (1) shall keep the Shareholders’ Agent reasonably informed concerning the progress of such audit, litigation or other proceeding, (2) provide the Shareholders’ Agent copies of all correspondence and other documents relevant to such audit, litigation or other proceeding, and (3) shall not settle such proceeding without the consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, the Shareholders’ Agent may, at the expense of the Company Holders, elect to participate in the defense of any such Tax Contest, which shall include participation in meetings with taxing authorities and review and comment on written submissions to taxing authorities. (c)

Cooperation on Tax Matters. (iA) Acquirer Buyer, the Acquired Company, and the Contributor Parties Seller shall cooperate fullyprovide each other with such assistance, materials and relevant information, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns pursuant to this Section (including the timely filing of Tax Returns prepared by the other Party) and any audit, litigation or other proceeding with respect to Taxes related to imposed on Buyer, Seller, any Subsidiary or any entity affiliated with any of the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group Entitiesforegoing. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request's request and at the time and place mutually agreed upon by the parties) the provision of records and information in such Party’s possession that which are reasonably relevant to any such Tax Return audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior , to the destruction or discarding extent such information and/or explanation is readily available and within the control of the party to which such request is made. The responsibility to retain records and information shall include the responsibility to (I) retain such records and information as are required to be retained by any applicable Tax authority and (II) retain such records and information in machine-readable format where appropriate such that the requesting party shall be able to readily access such records and information. The Acquired Company, Buyer and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company relating to any taxable period Taxable Period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by Buyer or Seller, any extensions thereof) of the respective Taxable Periods plus 120 days, and to abide by all record retention arrangements entered into with any taxing authority, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, shall itself allowthe Acquired Company, or cause Seller, as the Propane Group Entities to case may be, shall allow the other Party to take, take possession of such books and records. In The requesting Party shall reimburse the other Party for any reasonable out-of-pocket expenses, upon receipt of reasonable documentation of such expenses or costs. Any information or explanation obtained pursuant to this Section 5.9 shall be maintained in confidence, except (i) as may be legally required in connection with claims for refund or in conducting or defending any audit, litigation Tax audit or other proceeding with respect to Taxes related or (ii) to the Acquired Assets or extent the Propane Group Entities disclosing Party provides written permission for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings with respect to Taxes related to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed of the progress of any such audit, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayeddisclosure.

Cooperation on Tax Matters. (ia) Acquirer and the Contributor The Parties shall cooperate fully, as and to the extent reasonably requested by the any other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesTaxes. Such cooperation shall include the retention until the later of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant statute of limitations and (upon the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant to any such filing of Tax Returns, audit, litigation or other proceeding and making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Parties agree: (i) to the destruction or discarding of any retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Company and its Subsidiaries relating to any taxable Tax period beginning on or before the Contribution Closing DateDate until the expiration of the statute of limitations (and, each Party shall to the extent notified by any Party, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) to give the other Party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the any other Party so requests, each Party shall itself allow, or cause the Propane Group Entities to allow the other Party Parties to take, take possession of such books and records. In connection After the Closing, unless otherwise required by applicable Law, none of Buyer, the Company or its Subsidiaries shall: (A) amend or otherwise modify, or permit to be amended or otherwise modified, any Tax Return of the Company or its Subsidiaries for any period beginning prior to the Closing Date; (B) file a Tax Return of the Company or its Subsidiaries for a Pre-Closing Tax Period in a jurisdiction where the Company or such Subsidiary of the Company did not previously file; (C) discuss, correspond, negotiate, make or initiate any voluntary contact with any auditGovernmental Authority or representative thereof with respect to, litigation or other proceeding settle with any Governmental Authority or representative thereof, any Tax liability of the Company or any of its Subsidiaries with respect to Taxes any period beginning prior to the Closing Date; (D) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to any period beginning prior to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or other proceedings Date with respect to Taxes related the Company or its Subsidiaries; (E) make any Tax election for the Company or its Subsidiaries that has retroactive effect to any period or portion of any period beginning prior to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing Date; or (F) take, including permit to be taken, or fail to take, any settlement action, or compromise thereof; provided, however, Acquirer shall keep enter into any transaction on the Contributor Parties reasonably informed Closing Date (after the Closing) outside of the progress of any such auditOrdinary Course, litigation or other proceeding and shall not affect any such settlement or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c) in each case, without obtaining such Contributor Party’s the prior written consent theretoapproval of Seller, which shall not to be unreasonably withheld, conditioned or delayed. With respect Buyer shall not make or permit to be made any such auditelection under Section 338 of the Code or Section 336(e) of the Code (or any similar provision under state, litigation local or other proceedings foreign Law) with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume the defense of such Tax claim in accordance with and subject to the conditions set forth in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedtransactions contemplated by this Agreement.