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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. (a) The parties agree that the Traymore Price shall be allocated to the Traymore Site, and that, subject to such allocation, the Purchase Price (together with the applicable liabilities of the Companies and any other relevant items) shall be allocated among (i) Acquirer the Interests and (ii) the Contributor Parties assets of the Companies as set forth on Schedule 9.19 attached hereto (the “Purchase Price Allocation”), and if such schedule is not attached to this Agreement upon its execution, the parties will cooperate with mutual good faith effort to agree upon and attach such schedule hereto after execution of this Agreement and prior to the Closing. The parties hereto shall use the Purchase Price Allocation for all reporting purposes having to do with federal, state and local Taxes. The parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing preparation of, and shall timely file, any forms required to be filed under Section 1060 of the Code and any corresponding provision of state or local Tax law. Each of the parties agrees to file all Tax Returns and determine all Taxes (including, without limitation, for purposes of Section 1060 of the Code) in accordance with and based upon the Purchase Price Allocation. Buyer and Sellers shall promptly inform one another of any audit, litigation or other proceeding challenge by any Governmental Entity to any allocation made pursuant to this Section 9.19(a) and shall consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge. (b) Sellers shall prepare (or cause to be prepared), consistent with the past practices and customs of, or with respect to, the applicable Companies (unless a contrary position is required by applicable Law), and timely file (or cause to be timely filed) with the appropriate Governmental Entity, all Income Tax Returns of, or with respect to, the applicable Companies relating to Pre-Closing Tax Periods and all Non-Income Tax Returns of, or with respect to, the applicable Companies that are required to be filed on or before the Closing Date. Refunds of Taxes related paid by ACE Lo before the Measurement Date with respect to any Pre-Measurement Date Tax Period of ACE Lo, if received by ACE Lo or by Buyer on or after the Closing Date, shall be paid to ACE Hi; provided, however, that the foregoing shall not apply to (i) any such refund to which Section 9.16 applies, or (ii) any such refund to the transactions pursuant extent that such refund is in respect of an item already included in any positive adjustment to this Agreementthe Purchase Price, or other credit hereunder, for the Acquired Assets benefit of ACE Hi. If any such refund described in clause (ii) of the preceding sentence is received by ACE Hi on or after the Propane Group EntitiesClosing Date, such refund, up to the amount of the positive adjustment, shall be paid by ACE Hi to ACE Lo. Such cooperation Refunds of Taxes paid by ACE Lo on or after the Measurement Date with respect to any Post-Measurement Date Tax Period of ACE Lo, if received by ACE Hi, shall include be paid by ACE Hi to ACE Lo. Refunds of Taxes paid by any of the retention until MLK Entities before the later of (A) seven (7) years from the Contribution Closing Date with respect to any Pre-Closing Tax Period of such MLK Entity, if received by such MLK Entity or (B) by Buyer on or after the expiration of Closing Date, shall be paid to AREH; provided, however, that 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 foregoing shall not apply to any such auditrefund to the extent that such refund is in respect of an item already included in any positive adjustment to the Purchase Price, litigation or other proceeding credit hereunder, for the benefit of AREH. If any such refund described in the proviso of the preceding sentence is received by AREH on or after the Closing Date, such refund, up to the amount of the positive adjustment, shall be paid by AREH to the applicable MLK Entity. Refunds of Taxes paid by any of the MLK Entities on or after the Closing Date with respect to any Post-Closing Tax Period of such MLK Entity, if received by AREH, shall be paid by AREH to such MLK Entity. To the extent required by the Traymore Purchase Agreement, any refunds of real property Taxes paid with respect to the Traymore Site for periods prior to May 18, 2006, if received by Boardwalk, Buyer or AREH shall be paid to Boardwalk Regency Corp. Refunds of Taxes paid by Boardwalk with respect to any Tax Period of Boardwalk, if received by AREH, shall be paid by AREH to Boardwalk, except to the extent provided for in the preceding sentence. Except to the extent required by Law, (i) ACE Lo shall not file any amended Tax Return for any Pre-Measurement Date Tax Period and (ii) none of the MLK Entities shall file any amended Tax Return for any Pre-Closing Tax Period, in each case without the applicable Seller’s consent, which consent shall not be unreasonably withheld or delayed. (c) Buyer shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) with the appropriate Governmental Entity all Income Tax Returns of, or with respect to, the Companies relating to Post-Closing Tax Periods and all Non-Income Tax Returns of, or with respect to, the Companies that are required (with all extensions) to be filed after the Closing Date. Except to the extent required by Law, once filed, Measurement Date Straddle Period Tax returns of ACE Lo and Closing Date Straddle Period Tax Returns of any MLK Entity shall not be amended, in each case, without the applicable Seller’s consent, which consent shall not be unreasonably withheld or delayed. (d) Sellers and Buyer shall, and shall cause their respective Affiliates to, reasonably cooperate in preparing and filing all Tax Returns, including maintaining and making employees available on the basis of reasonable best efforts to provide additional each other all records or information and explanation personnel that may be relevant for the preparation of any material provided hereunder. Prior to Tax Returns, the destruction determination of amounts due or discarding payable hereunder in respect of Taxes, any audit or other examination by any Governmental Entity, the filing of any claim for a refund of Tax or for the allowance of any Tax credit, or any judicial or administrative proceedings relating to liability for Taxes with respect to all Tax Periods. Sellers and Buyer agree to (i) retain (or cause to be retained) all books and records with respect to Tax matters pertinent to any of the Acquired Assets or the Propane Group Entities Companies relating to any taxable period beginning on or before Pre-Closing Tax Period until 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 applicable statute of such books and records. In connection with any audit, litigation or other proceeding limitations with respect to Taxes related for, or with respect to, such Company has expired and to abide by (or cause to be abided by) all record retention agreements entered into with any Governmental Entity; and (ii) allow (or cause to be allowed) any party, at times and dates mutually acceptable 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 Partiesparties, to attend inspect, review 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 records as such party may deem necessary or appropriate from time to the conditions set forth in Section 8.4(c); providedtime, 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 Acquireractivities to be conducted during normal business hours at such party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedexpense. (iie) Acquirer Following the Closing, Buyer shall prepare (or cause to be prepared) and Contributor Parties further agree, upon request, timely file (or cause to use their reasonable best efforts to obtain any certificate or other document from any be timely filed) with the appropriate Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate Entity any Tax that could Returns required to be imposed as a result filed by Buyer in respect of the transactions contemplated hereby or for any taxable period beginning on or before Casino Mansion Taxes and the Contribution Closing DateAdjacent Property Mansion Taxes and shall timely pay to the appropriate Governmental Entity the Casino Mansion Taxes and the Adjacent Property Mansion Taxes.

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. (ii) The Acquirer Parties and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. Subject to the Parties’ obligations pursuant to the other provisions of this Section 9, the Parties shall reasonably cooperate, and shall cause their representatives to reasonably cooperate, at their own expense – unless otherwise provided in Section 9.7 – (iprovided that any out-of-pocket expenses reasonably incurred by Purchaser or the Companies in connection with such cooperation shall be reimbursed by Sellers), with each other in connection with all Tax matters relating to any Pre-Effective Date Period, including the preparation and filing of any Tax Return or the conducting of any audit, investigation, dispute or appeal or any other communication with any Taxing Authority. Cooperation between the Parties shall include (but shall not be limited to) Acquirer the providing and making available by Purchaser, upon reasonable advance notice, at normal business hours and in a manner which does not unreasonably interfere with the business operations of Purchaser and the Contributor Parties shall cooperate fullyCompanies, as of all books, records and information, the assistance of all officers and employees of the Companies and the making available by Purchaser or the Companies of any premises for the purpose of any Tax audit of Sellers, to the extent reasonably requested deemed necessary by the other Party, Sellers in connection with the filing of such Tax Returns and matters. The Parties shall further make available to any auditTaxing Authority, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreementextent required by law or requested by any Taxing Authority, 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 all information, records and information in such Party’s possession that are reasonably relevant documents relating to any such audit, litigation Tax liabilities or other proceeding and making employees available potential Tax liabilities for all periods prior to or 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 Tax treatment and Tax structure of the progress transactions contemplated hereby, and all materials of any such audit, litigation kind (including opinions or other proceeding Tax Analysis) that are provided to the Parties relating thereto, and shall not affect preserve all relevant information, records and documents until the expiration of any such settlement applicable statute of limitations or compromise with respect extension thereof. The furnishing by Purchaser or any Company to any Taxing Authority of any written information related to the Companies which adversely affects Sellers’ Tax position or result in an increase of any Contributor Party Tax indemnifiable by Sellers under this Agreement shall, unless the information is liable pursuant to Section 8.1(c) without obtaining such Contributor Party’s be delivered by mandatory law or any enforceable governmental order, require the prior written consent theretoof Sellers, which shall not be unreasonably withheld. For the purpose of the preceding sentence, 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 non-written consent by Sellers shall be entitleddeemed to be in writing, at if 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 consent is set forth in Section 8.4(c); providedany protocol of the relevant meeting, 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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate conference or other document from any Governmental Authority conversation and such protocol has been prepared, or any other Person as may be necessary to mitigateconfirmed in writing, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Dateby Sellers.

Cooperation on Tax Matters. (ia) Acquirer Each Party shall promptly advise the other Party of the commencement of any Tax audit or proceeding that could involve the Target’s or the Sellers’ Tax liability for any period (or portion thereof) ending on or before the Closing Date. Sellers shall have the right (but not the obligation) to represent the Target’s interests in any such Tax audit or other Tax proceeding and to employ counsel of its choice, but reasonably satisfactory to Buyer, at Sellers’ expense, to the Contributor Parties extent the audit or other proceeding pertains to Tax periods (or a portion thereof) ending on or before the Closing Date. In such event, Sellers shall consult with and keep Buyer informed regarding the status of such Tax audit or other proceeding. (b) Buyer, Target, and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 7 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 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 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 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 Buyer 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) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Target or 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. (iic) Acquirer Buyer and Contributor Parties Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby Transactions). (d) Buyer and Sellers further agree, upon request, to use commercially reasonable efforts to provide the other Party with all information that either Party may be required to report pursuant to Code Section 6043, or for any taxable period beginning on Code Section 6043A, or before the Contribution Closing DateTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (a) Buyer and Sellers agree to furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Acquired Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for and proof of facts during any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters and for the answer to any governmental or regulatory inquiry relating to Tax matters. (b) Buyer agrees to retain possession, at its own expense, of all accounting, business, financial and Tax records and information (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 relating to the Acquired Assets or the Propane Group Entities relating Assumed Liabilities that are in existence on the Closing Date and transferred to any taxable period beginning on or before Buyer hereunder and (ii) coming into existence after 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 Date that relate to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or Assumed Liabilities before the Contribution Closing Date, Acquirer for a period of at least six years from the Closing Date, and NRGY shall promptly notify each will give Sellers or their attorneys notice and an opportunity to retain any such records in the event that Buyer determines to destroy or dispose of them after such period. In addition, from and after the Closing Date, Buyer agrees that it will provide access to Sellers and its attorneys, accountants and other upon receipt by such Party of written representatives (after reasonable notice of any inquiriesand during normal business hours and without charge) to the books, claimsrecords, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or documents and other proceedings with respect to Taxes related information relating to the Acquired Assets or the Propane Group Entities for periods beginning on Assumed Liabilities as Sellers may reasonably deem necessary to (x) properly prepare for, file, prove, answer, prosecute and/or defend any such Tax Return, claim, filing, tax audit, tax protest, suit, proceeding or before the Contribution Closing Date, including answer or (y) administer or complete any settlement or compromise thereof; provided, however, Acquirer shall keep the Contributor Parties reasonably informed cases under chapter 11 of the progress Bankruptcy Code of any such auditthe Sellers or their Affiliates. Such access shall include, 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 theretolimitation, which shall not be unreasonably withheld, conditioned or delayed. With respect access 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 computerized information retrieval systems 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 delayedAssumed Liabilities. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

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 to allow the other Party to take, possession of such books Target Companies 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(cTarget Subsidiaries to), 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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of with respect to any Target Company or any Target Subsidiary or with respect to the transactions contemplated hereby by this Agreement. Sellers’ Representative and Buyers’ Parent shall (and Buyers’ Parent and Buyers shall cause the Target Companies and the Target Subsidiaries to), upon request, provide the other party with all information that may be required to report pursuant to Section 6043A of the Code or for any taxable period beginning on or before the Contribution Closing DateTreasury Regulations promulgated thereunder with respect to the transactions contemplated by this Agreement.

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 (iias its own expense) Acquirer 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 Contributor Parties further agree, upon requestSellers 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 use their reasonable best efforts to obtain the extent notified by Buyer or Sellers, any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result extensions thereof) of the transactions contemplated hereby 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 for discarding any taxable period beginning on such books and records and, if the other party so requests, the Acquired Entities or before Sellers, as the Contribution Closing Datecase may be, shall allow the other party to take possession of such books and records.

Cooperation on Tax Matters. (ia) Acquirer and the Contributor The Parties shall cooperate fully, as and to the extent reasonably requested by EME or the other PartyPurchaser, as the case may be, in connection with the filing of Tax Returns pursuant to this Article VII 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 (i) if required by Applicable Laws, the Purchaser and its Affiliates to execute, file or take any other action with respect to any Tax Return or other documentation described in Section 7.1(a) 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 either EME's or the other Party’s Purchaser's request) the provision of records and information in such Party’s possession possessed by the relevant party 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 Purchaser and its Affiliates (including the applicable Purchaser Designees and, after the Closing, the Controlled Acquired Companies) and EME and its Affiliates agree (A) to the destruction or discarding of any retain all books and records possessed by the relevant party with respect to Tax matters pertinent to the Controlled 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 applicable statute or other rule of limitations (and, each Party shall to the extent notified by the Purchaser or EME, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax Authority, and (B) to give the other Party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if EME or the other Party Purchaser, as the case may be, so requestsrequests the Purchaser and its Affiliates (including the applicable Purchaser Designees and, after the Closing, the Controlled Acquired Companies) and EME and its Affiliates, 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 . (b) The Purchaser and its Affiliates (including the applicable Purchaser Designees and, after the Closing, the Controlled Acquired Companies) and EME and its Affiliates shall (i) consult with each other prior to taking any audit, litigation position or other proceeding settling any claim with respect to Taxes related that could reasonably be expected to the Acquired Assets have a Material Adverse Effect on EME, any Seller or any of their respective Affiliates or the Propane Group Entities for taxable periods beginning on Purchaser or before any of its Affiliates, as the Contribution Closing Datecase may be, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of (ii) not take 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 action with respect to Taxes related to that would legally bind the Acquired Assets other Parties or any of their respective Affiliates without 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 theretoof EME or the Purchaser, which shall not be unreasonably withheldas the case may be. The Purchaser and its Affiliates (including the applicable Purchaser Designees and, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which after the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c)Closing, the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend Controlled Acquired Companies) and participate in all conferences, meetings EME 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. (ii) Acquirer and Contributor Parties its Affiliates further agree, upon request, to use their reasonable best efforts Commercially Reasonable Efforts to obtain any certificate or other document from any Governmental Tax Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as (including with respect to the Contemplated Transactions). (c) The Purchaser and its Affiliates (including the applicable Purchaser Designees and, after the Closing, the Controlled Acquired Companies) shall promptly notify EME in writing: (x) of any audit instituted for any period for which the Purchaser Indemnified Parties are entitled to be indemnified pursuant to Section 11.5, and shall provide periodic status updates of potential Tax Claims for such period, and (y) upon the termination by a result Controlled Acquired Company of the transactions contemplated hereby or for employment of any taxable period beginning of the individuals in the positions listed on or before Schedule 7.6(c). The Purchaser shall, within the Contribution earlier to occur of one hundred and twenty (120) days after EME's year-end and one hundred and twenty (120) days after the Closing Date, prepare or cause the Controlled Acquired Companies to prepare, in a manner consistent with such Controlled Acquired Companies' past practice, the Tax workpaper preparation package or packages necessary to enable EME to prepare Tax Returns that EME is obligated to prepare or cause to be prepared.

Cooperation on Tax Matters. (i) Acquirer Acquiror 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 Tax Returns and any audit, litigation or other proceeding Action 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 audit, litigation or other proceeding Action with respect to 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 The Parties 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 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 Acquiror or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (B) to give the other Party reasonable written notice at least ninety (90) days prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, Acquiror 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. (ii) Acquirer Acquiror shall, and Contributor Parties further agreeshall cause the Companies to, upon requestprepare and provide to Sellers a package of Tax information materials and financial information materials, including, without limitation, schedules and work papers required by Sellers to use enable Sellers to prepare and file (or merely prepare) and calculate a Tax provision for the purpose of closing the books and Sellers’ financial statements and all Tax Returns required to be prepared and filed (or merely prepared) by it pursuant to Section 7.2(a). Such materials shall be delivered to Sellers at a time sufficient for Sellers to meet their reasonable best efforts reporting requirements, which time will be communicated to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary the Companies and to mitigate, reduce or eliminate any Tax that could be imposed as a result Acquiror no less than thirty (30) days in advance of the transactions contemplated hereby or requested delivery date. (iii) Acquiror shall, and shall cause the Companies to, prepare and provide to Sellers a LIFO calculation as of the Closing Date for any taxable period beginning on or before inclusion in Sellers’ Tax Returns, which LIFO calculation shall be prepared in accordance with the Contribution Closing DateCompanies’ past practice (insofar as such past practices are in compliance with GAAP). The LIFO calculation shall be delivered to Sellers at a time sufficient for Sellers to meet their reporting requirements, which time will be communicated to the Companies and to Acquiror no less than thirty (30) days in advance of the requested delivery date.

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 to The Buyer and 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. (ii) Acquirer and Contributor Parties Sellers further agree, upon requestrequest of the other party, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including without limitation with respect to the transactions contemplated hereby). All Tax deductions relating to the payment of all amounts payable under the Phantom Stock Plans and any employee bonus or other compensation plan (collectively, the "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 transactions contemplated hereby Closing shall be treated as accrued immediately prior to the Effective Time. After the Closing Date, each Tax Return prepared or for 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, Tax Returns subject to such pre-filing review shall be submitted by the Buyer 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 any, within 15 days of receipt. In the event of any disagreement relating to any such return between the Buyer and the Sellers, such disagreement shall be resolved by the Independent Accounting Firm, and any such determination by the Independent Accounting Firm shall be final, save for fraud or manifest error.

Cooperation on Tax Matters. (a) The Buyer and the Representative shall cooperate in (i) Acquirer the preparation of all Tax Returns for any Tax periods and (ii) the Contributor Parties conduct of any Tax Proceeding, for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall cooperate fullyinclude, as and but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the other Party, in connection with party as is relevant to the filing preparation of the Tax Returns or the conduct of the Tax Proceeding. Such cooperation and any audit, litigation information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other proceeding communications received from or sent to any Governmental Entity which relate to the Surviving Corporation, the Company or any Subsidiary, and providing copies of all relevant Tax Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and tax basis of property, which the requested party may possess. (b) If, subsequent to the Closing, any of the Buyer, the Surviving Corporation or the Company Stockholders receives notice of a claim by any Governmental Entity that, if successful, might result in any payment pursuant to Section 8.2 hereof (a "Tax Claim"), then within 15 calendar days after receipt of such notice, the Buyer, the Surviving Corporation or the Representative, as the case may be, shall give written notice of such Tax Claim to the other parties. The Buyer shall control any Tax Proceeding with respect to Taxes related a Tax Claim relating to a Tax period beginning after the transactions pursuant Closing Date. The Representative shall have the right 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 control 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 Tax Proceeding with respect to a Tax matters pertinent Claim relating to a Tax period ending on or prior 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 that with respect to any Tax Proceeding which may affect the Tax liability of the Company or the Surviving Corporation for any Contributor Party is liable pursuant taxable period ending after the Closing Date, the Representative shall consult with the Buyer with respect to Section 8.1(c) the resolution of such Tax Proceeding, and not resolve such Tax Proceeding without obtaining such Contributor Party’s the prior written consent theretoof the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to The Representative and the Buyer shall jointly control any such audit, litigation or other proceedings Tax Proceeding 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 a Tax Claim relating to a Tax period beginning before the Closing Date and ending after the Closing Date. If the Representative has the right to control any Tax Proceeding but elects in writing not to do so, then the Buyer shall control 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)Proceeding; provided, however, that the Contributor Parties Buyer shall keep the Representative informed of all material developments on a timely basis and the Buyer shall not affect any settlement or compromise of resolve such Tax claim regarding Proceeding in a manner that would reasonably be expected to have an adverse impact on the Acquired Assets or Company Stockholders' indemnification obligations under this Agreement without the Propane Group Entities without Acquirer’s Representative's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate . Each party shall bear its own costs for participating in any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing DateProceeding.

Cooperation on Tax Matters. (a) The Buyer and the Representative shall cooperate in (i) Acquirer the preparation of all Tax Returns for any Tax periods and (ii) the Contributor Parties conduct of any Tax Proceeding for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall cooperate fullyinclude, as and but not be limited to, furnishing prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, furnishing such other information within such party’s possession requested by the other Partyparty as is relevant to the preparation of the Tax Returns or the conduct of the Tax Proceeding, and, in connection with the filing case of the preparation of any Tax Returns Return for the Company 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 Affiliate for 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 ending on or before the Contribution Closing Date, shall include, but not be limited to, Spinco’s causing Xxxxxx Xxxxxxx to provide to the Buyer within 30 days after the Closing Date all information necessary to prepare each Party such Tax Return, including the particular items of information identified in Schedule 8.4. Such cooperation and information also 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 include without limitation promptly forwarding copies of such books appropriate notices and records. In connection with any audit, litigation forms or other proceeding communications received from or sent to any Governmental Entity which relate to the Surviving Corporation, the Company or any Subsidiary (other than Spinco with respect to Taxes related to any period after the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing DateClosing), 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 providing copies of all such auditrelevant Tax Returns, litigation together with accompanying schedules and related work papers, documents relating to rulings or other proceedings determinations by any Governmental Entity and records concerning the ownership and tax basis of property, which the requested party may possess. (b) The Buyer shall control any Tax Proceeding with respect to Taxes related to the Acquired Assets Surviving Corporation, the Company 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 Subsidiary (other proceeding and shall not affect any such settlement or compromise than Spinco with respect to any period after the Closing); provided that, with respect to any item the adjustment of which would cause any Contributor Party is liable Company Participating Equity Holder to become obligated to make any payment pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto8.2 hereof, which the Buyer shall consult with the Representative and not be unreasonably withheld, conditioned or delayed. With respect to settle any such audit, litigation or other proceedings with respect to Taxes for which issue without the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense consent 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 or delayed. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. (a) Notwithstanding anything to the contrary in Sections 7.1 or 7.5, Buyer and Seller shall, and shall cause their respective Affiliates to, (i) Acquirer furnish, or cause to be furnished, to each other, upon request and in a timely manner, such documents (including any duly executed powers of attorney and other documents necessary to enable the parties to file Tax Returns, or cause Tax Returns to be filed, in the manner provided in Section 9.7), information (including access to the relevant portions of books and records) and assistance relating to the Transferred Assets, the Assumed Liabilities, and the Contributor Parties shall Business, in each case as is reasonably necessary for the filing of any Tax Return or the conduct of any Tax Contest or review by a third party auditor, (ii) cooperate fullyreasonably with one another in applying for and obtaining available Tax refunds, as credits and offsets, in each case relating to the extent reasonably requested by Transferred Assets, the other PartyAssumed Liabilities, and the Business, and (iii) keep confidential any information obtained under this Section 9.2, except as may be otherwise necessary in connection with the filing of Tax Returns or the conduct of a Tax Contest or review by a third party auditor. (b) Notwithstanding anything to the contrary in Sections 7.1 or 7.5, each of Seller and Buyer shall, and shall cause its Affiliates to, (i) retain all of its Tax and accounting books and records (including all computerized books and records, and any auditsuch information stored on any other form of media) relevant to Taxes, litigation for any Tax period that includes the Closing Date and for all prior Tax periods, related to the Transferred Assets, the Assumed Liabilities, and the Business, in each case until the applicable period for assessment under applicable Law (giving effect to any and all extensions or other proceeding waivers) has expired and (ii) abide by all record retention agreements entered into with any Taxing Authority 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 any of the relevant statute of limitations and materials described in clause (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(ci), 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. (c) Seller and Buyer shall each (i) execute and deliver, and cause its Affiliates to execute and deliver, as appropriate, all instruments and certificates reasonably necessary to enable the other party to comply with any filing requirements relating to Transfer Taxes and (ii) Acquirer and Contributor Parties further agree, upon request, to use their commercially reasonable best efforts to obtain avail itself of any certificate available exemptions from, or other document from reductions of, any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing DateTransfer Taxes under applicable Law.

Cooperation on Tax Matters. (ia) Acquirer and the Contributor The Parties shall promptly advise the other Party of the commencement of any Tax audit or proceeding that could involve the Target’s Tax liability for any period (or portion thereof) ending on or before the Closing Date. The Sellers shall have the right (but not the obligation) to represent the Target’s interests in any such Tax audit or other Tax proceeding and to employ counsel of its choice, but reasonably satisfactory to Buyer, at Sellers’ expense, to the extent the audit or other proceeding pertains to Tax periods (or a portion thereof) ending on or before the Closing Date. In such event, the Sellers shall consult with an keep Buyer informed regarding the status of such Tax audit or other proceeding. (b) Buyer, Target, and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 7.4 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 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 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 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 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, Target 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. (iic) Acquirer Xxxxx and Contributor Parties Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby hereby). (d) Xxxxx and Sellers further agree, upon request, to use commercially reasonable efforts provide the other Party with all information that either Party may be required to report pursuant to Code Section 6043, or for any taxable period beginning on Code Section 6043A, or before the Contribution Closing DateTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Acquirer The Buyer and the Contributor Parties Seller shall cooperate fully, as and to the extent reasonably requested by the 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 Entities. Such cooperation shall include the retention until the later of (ASection 9(h) 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 to The Buyer and the destruction or discarding of any Seller shall (A) retain all books and records in their possession with respect to Tax matters pertinent to the each Acquired Assets Company or the Propane Group Entities Partnership relating to any whole or partial 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 (the “Records”), and to abide by all record retention agreements entered into with any taxing authority, and (B) give the other Party reasonable at least sixty (60) days prior written notice before transferring, destroying or discarding any such books and, if the other Party so requestsrequests during such sixty (60) day period, the Buyer or the Seller, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party to take, make copies of or take possession of such books and recordsRecords. In connection with any audit, litigation or other proceeding with respect to Taxes related to Following the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer each Party shall afford the other Party and NRGY its accountants, and counsel, during normal business hours, upon reasonable request, full access to the Records and to such Party’s employees to the extent that such access may be requested for any legitimate purpose at no cost to the Party accessing the Records (other than for reasonable out-of-pocket expenses); provided that such access shall promptly notify each other upon receipt by such Party not be construed to require the disclosure of written notice Records that would cause the waiver of any inquiriesattorney-client, claims, assessments, auditswork product, or similar events. Except as provided below, Acquirer shall have sole control like privilege or cause the breach 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 thereofconfidentiality agreement; provided, however, Acquirer shall keep further that in the Contributor Parties reasonably informed of the progress event of any such audit, litigation or other proceeding and nothing herein 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 limit either 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 rights 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 delayeddiscovery under applicable Law. (ii) Acquirer The Buyer and Contributor Parties the Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including with respect to the transactions contemplated hereby or for any taxable period beginning on or before hereby). (iii) The Buyer and the Contribution Closing DateSeller agree, upon request, to provide the other Parties with all information that such other Parties may be required to report pursuant to Sections 751 and 6050K of the Code and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (ia) Acquirer The Buyers and the Contributor Parties Seller shall cooperate fully, as and to the extent reasonably requested by the other PartyBuyers or the Seller, in connection with the preparation and filing of any Tax Returns and Return, any audit, litigation or other proceeding Action 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 such request) the provision of records and information in (to the extent such records and information are within such Party’s possession or control immediately following the Closing) that are reasonably relevant to any such audit, litigation or other proceeding Action 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 (for the avoidance of doubt, such cooperation shall include the retention and provision of information and documents required to support the Intended Tax Treatment). Prior The Buyers and Seller agree 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 Entity relating to any taxable period beginning on Pre-Closing Tax Period or before the Contribution Closing DateIntended Tax Treatment until the expiration of any applicable statute of limitations, each and to abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority. The Party requesting such cooperation will pay the reasonable out-of-pocket expenses of the other Party. (b) The Seller shall use commercially reasonable efforts to cause its (direct and indirect) owners to cooperate fully with Buyers in connection with the matters described in Section 6.03(a), including in the preparation of reasonable documentation to support the Intended Tax Treatment; provided that, unless otherwise required by Applicable Law, (i) for the avoidance of doubt, no Seller Related 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), share (x) confidential information (including the Contributor Parties shall be entitled, at the expense identity of the Contributor Partiesindirect owners of Capri TopCo) with any Person or (y) any information the sharing of which would violate Applicable Law or any Contract to which such Seller Related Party is subject or by which it is bound, 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. (ii) Acquirer the Buyer Parent shall reimburse the Seller Related Parties for all reasonable, documented, out-of-pocket costs and Contributor expenses incurred by the Seller Related Parties further agree, upon request, to use or their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing DateAffiliates in connection with such cooperation.

Cooperation on Tax Matters. (i) Acquirer With respect to Tax Returns of the Company for Tax periods ending on or prior to December 31, 2003, which are filed after the Closing Date, Shareholder shall have the right to review and approve such Tax Returns, which approval shall not be unreasonably withheld. To facilitate Shareholder’s review, Buyer shall deliver such Tax Returns to Shareholder not later than 15 days prior to the Contributor Parties relevant due date (including extensions) for filing such Tax Returns. Shareholder shall review and approve (or deliver to Buyer its written objections to) such Tax Returns on or before 5 days prior to the relevant due date. Shareholder and Buyer shall work in good faith to resolve any objections such that Shareholder’s approval may be given. If Shareholder does not object to any such Tax Return by said time, such Tax Return shall be deemed approved. Buyer shall cause the Company to file such Tax Returns and pay any Taxes owed with respect to such Tax Returns. (ii) Buyer and Shareholder shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the performance of certain discrimination tests applicable to qualified plans maintained by Shareholder or the Company, the filing of Tax Returns and any audit, appeal, hearing, 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, appeal, hearing, 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 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. (iiiii) Acquirer Buyer and Contributor Parties Shareholder further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby hereby). (iv) Buyer and Shareholder agree to cooperate with each other to the extent necessary to comply with any reporting requirements imposed under Section 6043 and the Treasury Regulations thereunder with respect to the transactions contemplated by this Agreement. (v) Notwithstanding anything herein to the contrary, Shareholder or its designee, at Shareholder’s cost and expense, shall have the right to participate in any audit of any Taxes or Tax Returns of the Company for any taxable period beginning Tax periods ending on or before December 31, 2003. Such participation shall include, but not be limited to, reviewing any communications and information to be provided to, and attending or participating in meetings or conferences with, the Contribution Closing Daterelevant Tax authorities. Buyer and the Company shall not settle any issues related to such audits without the prior written consent of Shareholder, which consent shall not be unreasonably withheld. Any indemnification obligation arising out of such a settlement shall be subject to the provisions of Article 6 of this Agreement.

Cooperation on Tax Matters. (i) Acquirer Buyer and Seller shall (and each shall cause CEM, CPI, the Investor Subsidiaries, the Service Subsidiaries and the Contributor Parties shall Project Companies to) cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns pursuant to this Section and in connection with any audit, litigation or other proceeding with respect to Taxes related for any Tax period ending 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 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 (to the extent such employees were responsible for the preparation, maintenance or interpretation of information and documents relevant to Tax matters or to the extent required as witnesses in any Tax proceedings), 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 (A) to retain, and (in the destruction or discarding case of any Buyer) to cause CEM, CPI, the Investor Subsidiaries, the Service Subsidiaries and the Project Companies to retain, all books and records with respect to Income Tax matters pertinent to CEM, CPI, the Acquired Assets or Investor Subsidiaries, the Propane Group Entities Service Subsidiaries and the Project Companies relating to any taxable Tax period beginning on or before the Contribution Closing DateDate until six months after 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 Tax periods, and to abide by all record retention obligations imposed by law or pursuant to 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, Buyer or Seller, 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. (ii) Acquirer Buyer and Contributor Parties Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of with respect to the transactions contemplated hereby or hereby. (iii) At Seller's request, Buyer shall cause CEM, CPI, the Investor Subsidiaries, the Service Subsidiaries and the Project Companies to make and/or join with Seller and any of Seller’s Affiliates in making after Closing any election for which such entity’s consent is required for any taxable Tax period (or portion thereof) ending on or prior to the Closing Date, if the making of such election does not have a material adverse impact on Buyer (or any of its Affiliates) for any Tax period beginning on or before after the Contribution Closing Date.

Cooperation on Tax Matters. (ia) Acquirer In addition to the agreements of the Parties set forth in Section 9.1, the Parties and the Contributor Parties 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, Parties in connection with the filing of Tax Returns and obtaining 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 Entitiesnecessary information. Such cooperation shall include, but not be limited to, furnishing prior years' Tax Returns or return preparation packages to the extent related to the Group illustrating previous reporting practices or containing historical information relevant to the preparation of such Tax Returns, and furnishing such other information within such Party's possession reasonably by the Party filing such Tax Returns as is relevant to their preparation. Such cooperation and information also shall include without limitation provision of powers of attorney for the retention until purpose of signing Tax Returns and defending audits and promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any applicable governmental authority responsible for the later imposition of Taxes (Athe "Taxing Authority") seven which relate to the Group, and providing copies of all relevant Tax Returns to the extent related to the Group, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Taxing Authority and records concerning the ownership and tax basis of property, which the requested Party may possess. The Parties and their respective Affiliates shall make their respective employees and facilities available on a mutually convenient basis to explain any documents or information provided hereunder. (7b) years from The Seller shall have the Contribution right, at its own expense, to control any audit or examination by any Taxing Authority ("Tax Audit"), initiate any claim for refund, contest resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes for any taxable period ending on or before the 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 the Group Members, subject to Buyer's reasonable review. The Buyer shall have the right, at its own expense, to control any other Tax matters pertinent Audit, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to the Acquired Assets Group Members; PROVIDED THAT, with respect to (i) any state, local or the Propane Group Entities relating to foreign Taxes for any taxable period beginning on or before the Contribution Closing Date, each Party shall give Date and ending after the other Party reasonable written notice and, if Closing Date and (ii) any item the other Party so requests, shall itself allow, or adjustment of which may cause the Propane Group Entities Seller to allow become obligated to make any payment pursuant to Section 8.2(a) hereof, the other Party to take, possession of such books and records. In connection Buyer shall consult with any audit, litigation or other proceeding the Seller 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 resolution of any inquiries, claims, assessments, auditsissue that would adversely affect the Seller and not settle any such issue, 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 file 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 Amended Tax Return relating to such Tax claim and may control and assume issue, without the defense consent 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 consentSeller, which consent shall not be unreasonably withheld. Where consent to a settlement is withheld by the Seller pursuant to this Section, conditioned the Seller may continue or delayed. (ii) Acquirer and Contributor Parties initiate any further agreeproceedings at its own expense, upon request, to use their reasonable best efforts to obtain provided that any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result liability of the transactions contemplated hereby or for any taxable period beginning on or before Buyer, after giving effect to this Agreement, shall not exceed the Contribution Closing Dateliability that would have resulted had the Seller not withheld its consent.

Cooperation on Tax Matters. (i) Acquirer Each of the parties hereto shall, and Buyer shall cause the Contributor Parties shall Company to, 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 11.4 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 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 to Following the destruction or discarding of any Closing, Seller and Parent shall, and Buyer shall cause the Company 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 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 any party, 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 taxing authority. (ii) Seller and Parent shall have the right to direct any audit or other Tax proceeding with respect to Taxes a Pre-Closing Tax Period, at their sole cost and expense. Buyer shall cause the Company to execute powers of attorney and any other documents necessary to allow the Seller and Parent to direct such Tax proceeding. Notwithstanding the foregoing, Buyer and the Company shall have the right to participate in any Tax proceeding related to a Pre-Closing Tax Period of the Acquired Assets Company which may have the effect of increasing Buyer's or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing DateCompany's Tax liability, Acquirer and NRGY neither Seller nor Parent 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 settle 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 Buyer's prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided that Buyer hereby agrees to consent if Seller and Parent fully indemnify Buyer and the Company for any increase in Buyer's or the Company's Tax liability resulting from such Tax proceeding. (iiiii) Acquirer Seller and Contributor Parties Parent shall have the right to direct any audit or other Tax proceeding with respect to a Straddle Tax Period, and the cost thereof shall be shared by Seller and Parent, on the one hand, and Buyer and the Company, on the other hand, in proportion to their respective liability for Taxes ultimately determined to be owing with respect to such Straddle Tax Period. Buyer shall cause the Company to execute powers of attorney and other documents necessary to allow the Seller and Parent to direct such Tax proceeding. Notwithstanding the foregoing, Buyer and the Company shall have the right to participate in any Tax proceeding related to a Straddle Tax Period which may have the effect of increasing Buyer's or the Company's Tax liability, and neither Seller nor Parent shall settle or compromise any such proceeding without Buyer's prior written consent, which consent shall not be unreasonably withheld or delayed; provided that Buyer hereby agrees to consent if Seller and Parent fully indemnify Buyer and the Company for any increase in Buyer's or the Company's Tax liability resulting from such Tax proceeding. (iv) The parties further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby hereby). (v) Without the prior written consent (which shall not be unreasonably withheld or for delayed) of Buyer, Seller shall not make or change any taxable election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such action or omission would have the effect of increasing the Tax liability of the Company, Buyer or any Affiliate of Buyer, with respect to any Tax period (or portion thereof) beginning on or before after the Contribution Closing Date. Seller shall notify Buyer of any consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company within 15 days of making such consent or waiver. (vi) Without the prior written consent (which shall not be unreasonably withheld or delayed) of Seller, neither Buyer nor the Company shall make or change any election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, or take any similar action, or omit to take any action relating to the filing of any Tax Return or the Payment of any Tax, if such action or omission would have the effect of increasing the liability of Seller or any of its Affiliates under this Section 11.4 with respect to any Pre-Closing Tax Period or with respect to any Pre-Closing Taxes.

Cooperation on Tax Matters. (i) Acquirer Sellers, the Company and the Contributor Parties Buyer 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 9.10 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 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 Sellers 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 shall to the extent notified by Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority and to give the other Party Buyer reasonable written notice andprior to transferring, if the other Party so requests, shall itself allow, destroying or cause the Propane Group Entities to allow the other Party to take, possession of discarding any such books and records. In connection with any . (ii) If a notice of deficiency, proposed adjustment, assessment, audit, litigation examination or other proceeding administrative or court proceeding, suit, dispute or other claim (a "Tax Claim") shall be delivered, sent, commenced, or initiated to or against Buyer, the Company or any of its Subsidiaries by any Taxing authority with respect to Taxes related to that results in or may result in a Loss for which indemnification may be claimed from the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing DateSellers under this Agreement, Acquirer and NRGY Buyer shall promptly notify each Sellers' Representative in writing of such Tax Claim, and provided that the amount of the Tax Claim does not exceed (when combined with all other upon receipt by such Party of written notice of any inquiriesclaims for indemnification asserted against the Sellers) the amount for which Sellers are liable under this Agreement (taking into account the limits on indemnification set forth in this Agreement), claims, assessments, audits, or similar events. Except as provided below, Acquirer Sellers' Representative shall have sole control the right to represent the Company and its the Subsidiaries' interests and to employ counsel of the conduct of all such audit, litigation or other proceedings its choice at its expense 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 Tax Claim; provided that Buyer shall have the right 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 such proceedings relating related to such Tax claim and Claim at its own expense. Sellers' Representative shall not settle or otherwise dispose of any Tax Claim related to a pre-Closing tax period for Buyer, the Company or its Subsidiaries may control and assume have a liability under this Agreement or that may have the defense effect of increasing Buyer's or the Company's (or its Subsidiaries') Tax liability for any Tax period ending after the Closing Date without the prior written consent 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 consentBuyer, which consent shall may not be unreasonably withheld, conditioned or delayed. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

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 Seller, 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 or desirable in connection therewith, and the execution and delivery of appropriate and customary forms and authorizations 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 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) for any external disclosure in audited financial statements or regulatory filings which a party reasonably believes is required by Applicable Law or stock exchange or similar applicable rules. (b) Notwithstanding the expiration provisions of the relevant statute of limitations Section 11.01(a), and in addition to all other obligations imposed by this Section 11.01: (upon i) Seller and Purchaser agree to give the other Party’s request) the provision of records and information in such Party’s possession that are reasonably relevant party reasonable written notice prior to any such audittransferring, 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 destroying or discarding of any books Files and records 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 Purchaser so requests, Seller shall itself allow, or cause the Propane Group Entities allow Purchaser to allow the other Party to take, take possession of such books Files and records. In connection with Records; and (ii) Seller shall retain (or cause Seller’s Affiliates to retain) all such Files and Records of Seller and Seller’s Affiliates until the expiration of any audit, litigation or other proceeding applicable statute of limitations (including any extension thereof) with respect to Taxes related to the Acquired Assets Tax Returns filed on behalf of 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 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 delayedits Affiliates. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. (a) The Buyer and the Seller shall cooperate in (i) Acquirer the preparation of all Tax Returns for any Tax periods and (ii) the Contributor Parties conduct of any Tax Proceeding, for which one Party could reasonably require the assistance of the other Party in obtaining any necessary information. Such cooperation shall cooperate fullyinclude, as and but not be limited to, furnishing prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such Party’s possession requested by the other Party, in connection with Party as is relevant to the filing preparation of the Tax Returns or the conduct of the Tax Proceeding. Such cooperation and any audit, litigation information also shall include promptly forwarding copies of appropriate notices and forms or other proceeding communications received from or sent to any Governmental Entity which relate to the Company or any Subsidiary, and providing copies of all relevant Tax Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and tax basis of property, which the requested party may possess. (b) The Buyer shall control any Tax Proceeding with respect to Taxes related to the transactions pursuant to this AgreementCompany or any Subsidiary; provided that, 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 any item the Acquired Assets adjustment of which would cause any Equity Holder or the Propane Group Entities relating Seller to become obligated to make 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 payment pursuant to Section 8.1(c) without obtaining such Contributor Party’s prior written consent thereto9.2 hereof, which the Buyer shall consult with the Seller and not be unreasonably withheld, conditioned or delayed. With respect to settle any such audit, litigation or other proceedings with respect to Taxes for which issue without the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense consent 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, Seller (which consent shall not be unreasonably withheld, conditioned or delayed. (ii) Acquirer and Contributor Parties further agree); provided further, upon request, that the Buyer shall be permitted to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any file Tax that could be imposed as a result of the transactions contemplated hereby or Returns for any taxable period beginning all periods ending on or before the Contribution Closing DateDate which were not so filed by the Company or any Subsidiary and which the Buyer’s Tax advisor, with the reasonable concurrence of the Seller’s Tax advisor, advise the Buyer should be filed, whether pursuant to a so-called voluntary disclosure or otherwise. Where such consent is withheld by the Seller, the Equity Holders and the Seller may continue or initiate any further Tax Proceeding at their own expense; provided that any Liability of the Buyer or its Affiliates resulting from the Tax Proceeding, after giving effect to this Agreement, shall not exceed the Liability that would have resulted had the Seller not withheld its consent.

Cooperation on Tax Matters. (ia) Acquirer and the Contributor The Parties shall cooperate fully, as and to the extent reasonably requested by EME or the other PartyPurchaser, as the case may be, in connection with the filing of Tax Returns pursuant to this Article VII 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 (i) if required by Applicable Laws, the Purchaser and its Affiliates to execute, file or take any other action with respect to any Tax Return or other documentation described in Section 7.1(a) 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 either EME’s or the other PartyPurchaser’s request) the provision of records and information in such Party’s possession possessed by the relevant party 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 Purchaser Parties and their respective Affiliates (including, after the Project Closing, the Controlled Acquired Companies) and EME and its Affiliates 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 Companies relating to any taxable period beginning on or before the Contribution Project Closing DateDate until the expiration of the applicable statute or other rule of limitations (and, each Party shall to the extent notified by the Purchaser or EME, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Tax authority, and (B) to give the other Party Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if EME or the other Party Purchaser so requests, as the case may be, the Purchaser Parties and their respective Affiliates (including, after the Project Closing, the Controlled Acquired Companies) and EME and its Affiliates, 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 . (b) The Purchaser Parties and their respective Affiliates (including, after the Project Closing, the Controlled Acquired Companies) and EME and its Affiliates shall (i) consult with each other prior to taking any audit, litigation position or other proceeding settling any claim with respect to Taxes related that could reasonably be expected to the Acquired Assets have a Material Adverse Effect on EME, any Seller or any of their respective Affiliates or the Propane Group Entities for taxable periods beginning on Purchaser Parties or before any of their respective Affiliates, as the Contribution Closing Datecase may be, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of (ii) not take 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 action with respect to Taxes related to that would legally bind the Acquired Assets other Parties or any of their respective Affiliates without 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 theretoof EME or the Purchaser, which shall not be unreasonably withheldas the case may be. The Purchaser Parties and their respective Affiliates (including, conditioned or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which after the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c)Project Closing, the Contributor Parties shall be entitled, at the expense of the Contributor Parties, to attend Controlled Acquired Companies) and participate in all conferences, meetings EME 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. (ii) Acquirer and Contributor Parties its Affiliates further agree, upon request, to use their reasonable best efforts Commercially Reasonable Efforts to obtain any certificate or other document from any Governmental Authority Tax authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result (including with respect to the Contemplated Transactions). (c) The Purchaser Parties and their respective Affiliates (including, after the Project Closing, the Controlled Acquired Companies) shall promptly notify EME in writing: (x) of any audit instituted for any period for which the Purchaser Indemnified Parties are entitled to be indemnified pursuant to Section 11.5, and to provide periodic status updates of potential Tax Claims for such period, and (y) upon the termination by an Acquired Company of the transactions contemplated hereby employment of any of the individuals listed on Schedule 7.6(c). The Purchaser shall, within one hundred and eighty (180) days after the Project Closing Date, prepare or cause the Controlled Acquired Companies to prepare, in a manner consistent with such Controlled Acquired Companies’ past practice, the Tax workpaper preparation package or packages necessary to enable EME to prepare Tax Returns that EME is obligated to prepare or cause to be prepared, provided that the Purchaser shall use its best efforts to prepare and deliver to EME such Tax workpaper preparation packages, or portions thereof, as early as reasonably possible. In the event that EME is notified of any audit instituted with respect to the Controlled Acquired Companies for any taxable period beginning up to and including the Project Closing Date which audit is reasonably expected to have an effect on or before a post-closing period of the Contribution Closing DateControlled Acquired Companies, EME shall promptly notify the Purchaser in writing.

Cooperation on Tax Matters. (ia) Acquirer After the Closing, the Parties shall furnish or cause to be furnished to each other, upon request, in a timely manner, such information (including access to books and records) and assistance relating to the Contributor transactions contemplated hereby and for any Company, as is reasonably necessary for the filing of any tax return, and for the preparation of any audit, and for the prosecution or defense of any proceeding relating to any proposed tax adjustment. The Parties shall cooperate fullywith each other in the conduct of any tax audit or the proceeding regarding any of the foregoing and will adopt consistent positions for tax purposes. (b) The Shareholders are responsible for the preparation and filing of any Tax Return required to be filed after the Closing Date for a Company that pertains to a period or tax year ending before the Closing Date. Any Tax Return for a Company that pertains to a period or tax year that includes the Closing Date (“Straddle Tax Period”) and includes a Tax that affects the Working Capital Adjustment Amount must be prepared by the Purchaser and submitted to the Shareholders’ Representative (together with schedules, as and statements and, to the extent reasonably requested required by the other PartyShareholders’ Representative, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes related supporting documentation) at least 40 days prior to the transactions pursuant due date (including extensions) of such Tax Return. If the Shareholders’ Representative objects to this Agreementany item on such a Tax Return, 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 auditShareholders’ Representative must, 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 10th day after delivery of such books Tax Return, notify the Purchaser in writing that it so objects, specifying with particularity any such item and recordsstating the specific factual or legal basis for such objection. In connection with any audit, litigation or other proceeding with respect If a notice of objection is timely delivered and the Purchaser and the Shareholders’ Representative are unable to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning resolve such objection on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon 10th day after receipt by the Purchaser of such Party of written notice of any inquiriesnotice, 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 disputed items must be submitted for resolution to the Acquired Assets or the Propane Group Entities for periods beginning Independent Accountants. The Independent Accountants will resolve any disputed item on or before the Contribution 20th day after having the item referred to them pursuant to such procedures as they may establish. The Purchaser and the Shareholders’ Representative will act timely and promptly to implement the decision of the Independent Accountants. The Purchaser shall pay one-half of all fees and expenses of the Independent Accountants for purpose of this Section 13.01(b) and the Shareholders, collectively, shall pay the other one-half. In the case of any Taxes that are payable for a Straddle Tax Period, for purposes of preparing the Tax accrual on the Company balance sheets, the taxable year of the Company which includes the Closing Date will be treated as closing immediately prior to the Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep . Without 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 of the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c)Shareholders’ Representative, the Contributor Parties shall be entitled, at the expense of the Contributor Parties, Purchaser will not permit a Company to attend and participate in all conferences, meetings and proceedings relating to such file any amended Tax claim and may control and assume the defense of such Return for a Straddle 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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby Period or for any taxable a period beginning on or that ended before the Contribution Closing Date.

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 (iiB) Acquirer Purchasers, Seller and Contributor Parties further LLC agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.hereby); and

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). (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

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 of the Company and its Subsidiaries and any audit, litigation or other proceeding with respect to such Tax Returns or the Taxes related required to be reported thereon. Subject to the transactions pursuant to this Confidentiality Agreement, the Acquired Assets or the Propane Group Entities. Such 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 Governmental 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 Except as provided in Section 8.1(b) or Section 8.4, after the Closing, none of Buyer, the Company or its Subsidiaries shall: (A) file, or permit to be filed, or amend or otherwise modify, or permit to be amended or otherwise modified, any Tax Return for any period beginning prior to the Closing Date; (B) 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 Closing Date; (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 Seller, the Company or any of its Subsidiaries 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 DateTax Period, 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 nothing in this clause (C) shall keep limit the Contributor Parties reasonably informed ability of Buyer, the progress of Company or its Subsidiaries from discussing, corresponding, negotiating, making or initiating any such audit, litigation voluntary contact with any state Governmental Authority or other proceeding and shall not affect any such settlement or compromise representative thereof with respect to which any Contributor Party is liable pursuant Tax Liability of Seller, Company or any of its Subsidiaries with respect to Section 8.1(cany Pre-Closing Tax Period; or (D) make any Tax election that has retroactive effect to any period or portion of any period beginning prior to the Closing Date, in each case without obtaining such Contributor Party’s the prior written consent theretoapproval of Seller, which shall not be unreasonably withheld. (b) Tax Returns for the Company or any of its Subsidiaries for any Pre-Closing Tax Period (other than a Straddle Period) that are filed after the Closing Date shall be prepared by Seller’s Accountants, at the sole cost and expense of Seller, and shall be subject to the approval of Buyer and Seller, 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 All Parties shall be entitled, at reasonably cooperate in 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 preparation of such Tax claim in accordance Returns. Any such Tax Return shall be prepared on a basis consistent with and subject to those previously prepared for prior Tax years or periods, including the conditions set forth in Section 8.4(c)deferral of revenue on a basis consistent with prior practice, unless otherwise required by Law; provided, however, that the Contributor Parties agree that all Transaction Deductions shall be treated as arising in the Pre-Closing Tax Period unless otherwise required by Law. Buyer shall not, and shall cause the Company and its Subsidiaries not to, waive any carryback of a net operating loss or other Tax attribute of the Company or any of its Subsidiaries generated or otherwise attributable to a Pre-Closing Tax Period. The Parties shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the Pre-Closing Tax Period of the Company and its Subsidiaries for all Tax purposes, and Buyer shall cause the Company and its Subsidiaries to join Buyer’s “consolidated group” (as defined in Treasury Regulation Section 1.1502-1(h)) effective on the day after the Closing Date. The Parties agree that Buyer and its Affiliates and the Company and its Subsidiaries shall not affect make an election under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate items (or any settlement make any similar election or compromise ratably allocate items under any corresponding provision of state, local or foreign Law). Not less than fourteen (14) days prior to the due date of any such Tax claim regarding Return, a copy of the Acquired Assets Tax Return proposed to be filed shall be delivered to Buyer and Seller for their review and comment. In the event that Buyer or Seller fail to resolve any dispute between them concerning such a Tax Return, such dispute shall be submitted to an independent national accounting firm reasonably acceptable to both Seller and Buyer (the Propane Group Entities without Acquirer’s prior written consent“Accounting Firm”) and the decision of the Accounting Firm shall be final and binding on the Parties, which consent absent manifest error. The fees and expenses of the Accounting Firm shall not be unreasonably withheldborne equally by Buyer and Seller. For the avoidance of doubt, conditioned Seller shall pay when due all Taxes owed by the Company or delayedany of its Subsidiaries with respect to any Pre-Closing Tax Period. (iic) Acquirer and Contributor The Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of on Seller or Buyer (including with respect to the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Datehereby).

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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. (i) Acquirer On or before the Closing Date, Seller shall cause the Company to provide to Buyer a schedule which sets forth the following information with respect to each of the Company and the Contributor Parties Subsidiaries as of December 31, 2004: (A) the basis of the Company and its Subsidiaries in its assets; (B)the amount of any net operating loss, net capital loss, unused investment or other credit, unused foreign tax or excess charitable contribution allocable to the Company or the Subsidiaries; and (C) the amount of any deferred gain or loss allocable to the Company or the Subsidiaries arising out of any intercompany transaction. (ii) Buyer, the Company and the Subsidiaries, and 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 5.11(e) 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 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 and 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 Company and 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 Buyer 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) 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 and the Subsidiaries or 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 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. (iiiii) Acquirer Buyer and Contributor Parties Seller further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby or for any taxable period beginning on or before hereby). (iv) Buyer and Seller further agree, upon request, to provide the Contribution Closing Dateother party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Acquirer Buyer, Targets and the Contributor Parties Sellers shall cooperate fully, as and to the extent reasonably requested by the other another Party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding (a “Contest”) 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 another 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 If, subsequent to the destruction Closing, Buyer, Targets or discarding any of their Affiliates (including the Target’s Subsidiaries) receive notice of a Contest with respect to any Pre-Closing Tax Period with respect to which Sellers may be required to provide indemnification under this Agreement, then within ten (10) Business Days after receipt of such notice, the Buyer shall notify the Sellers’ Agent of such notice. Buyer and Sellers agree that any settlement or other negotiated payment, or any portion thereof, to be made to the Internal Revenue Service arising out of the Pre-Closing Tax Period shall not be agreed upon unless previously approved by Sellers in writing, which approval shall not be unreasonably withheld or delayed. Targets and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Targets 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 Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other another Party so requests, Targets or Sellers, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other another 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. (ii) Acquirer Buyer and Contributor Parties Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby hereby). (iii) Buyer and Sellers further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code Section 6043, or for any taxable period beginning on Code Section 6043A, or before the Contribution Closing DateTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (a) Buyer and Seller shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance relating to the Acquired Assets and the Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, claim for refund or other required or optional filings relating to Tax matters, for the preparation for and proof of facts during any Tax audit, for the preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to Tax matters and for the answer to any governmental or regulatory inquiry relating to Tax matters. (b) Buyer shall retain possession, at its own expense, of all accounting, business, financial and Tax records and information (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 relating to the Acquired Assets or the Propane Group Entities relating Assumed Liabilities that are in existence on the Closing Date and transferred to any taxable period beginning on or before Buyer under this Agreement and (ii) coming into existence after 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 Date that relate to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or Assumed Liabilities before the Contribution Closing Date, Acquirer for a period of at least six years from the Closing Date. In addition, after the Closing Date, Buyer shall provide access to Seller and NRGY shall promptly notify each its attorneys, accountants and other upon receipt by such Party of written representatives (after reasonable notice of any inquiriesand during normal business hours and without charge) to the books, claimsrecords, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control of the conduct of all such audit, litigation or documents and other proceedings with respect to Taxes related information relating to the Acquired Assets or the Propane Group Entities for periods beginning on or before the Contribution Closing DateAssumed Liabilities as Seller may reasonably deem necessary to (x) properly prepare for, including any settlement or compromise thereof; providedfile, howeverprove, Acquirer shall keep the Contributor Parties reasonably informed of the progress of answer, prosecute and/or defend any such Tax Return, claim, filing, Tax audit, litigation Tax protest, suit, proceeding or other proceeding and shall not affect any such settlement answer or compromise with respect to which any Contributor Party is liable pursuant to Section 8.1(c(y) without obtaining such Contributor Party’s prior written consent thereto, which shall not be unreasonably withheld, conditioned administer or delayed. With respect to any such audit, litigation or other proceedings with respect to Taxes for which complete 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 delayedBankruptcy Cases. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. (ia) Acquirer Buyer, each of the Companies 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 Article X 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 Each of the Companies 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 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 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, the Companies or 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 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. (iib) Acquirer Buyer and Contributor Parties Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby or hereby). (c) Seller shall promptly notify Buyer and the Companies of any proposed adjustment of any item on any Tax Return of the Seller Group for any period ending on or prior to the Closing Date (including a deemed short taxable period beginning ending on or before and including the Contribution Closing Date with respect to those jurisdictions in which the Companies' taxable years do not end on the Closing Date), if such proposed adjustment may affect the Tax liability of the Companies or Buyer for any period beginning after the close of such period, including, without limitation, any proposed adjustments to the allocation among assets of amounts received by Seller pursuant to the transactions contemplated by this Agreement.

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 or delayed. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate that Buyer shall not take any Tax position in any audit, or settle any matter in an audit, that could 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 imposed as a result of 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 transactions contemplated hereby right to arbitrate the same if Seller believes the position or for adjustment violates this Agreement), any taxable period beginning on or before the Contribution Closing Datesuch audit matters.

Cooperation on Tax Matters. (i) Acquirer The Buyer and the Contributor Parties Stockholders, acting through the Representative, shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding 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 (and, upon the other Party’s 's request) , the provision of records and information in such Party’s possession that and the provision personnel responsible for preparing or maintaining information, records and documents which are reasonably relevant to any such auditTax Return or Proceeding . The Buyer shall cause the Company to preserve all such information, litigation or other proceeding records and making employees available on documents at least until the basis of reasonable best efforts to provide additional information and explanation expiration of any material provided hereunder. Prior to the destruction applicable statute of limitations 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 extensions 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. (ii) Acquirer and Contributor The Parties further agree, upon request, agree to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (iii) The Parties further agree, upon request, to provide all information that any Party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder. (iv) The Buyer shall prepare or cause to be prepared and filed in a timely manner all Tax Returns for the Company and the Related Companies required to be filed after the Closing Date, and shall cause an authorized officer of the Company or Related Company, as the case may be, to sign all such Tax Returns. Any such Tax Return which includes any period of time prior to the Closing Date or which would have an effect on any such Tax Return shall, to the extent allowed by applicable law, be prepared in a manner consistent with the prior Tax Returns (including the accounting methods used on such Tax Returns) of the Company and the Related Companies, and subject to the foregoing in such manner as may be timely directed by the Representative. In the case of any such Tax Return that includes any period of time prior to the Closing Date, or which would have an effect on any other Tax Return of the Company or a Related Company that includes any period of time prior to the Closing Date, or which would have an effect on the income, gain or loss reportable by any of the Stockholders as a result of or in connection with the sale of the Company Shares or other transactions contemplated hereby hereby, the Company shall provide to the Stockholders an opportunity to review and comment on each such Tax Return by providing copies of such Tax Returns (or of such portions of such Tax Returns that relate to or could have an effect on the Stockholders, including any Taxes of the Company for any taxable period beginning on or which the Stockholders may be liable pursuant to this Agreement) to the Representative at least 15 business days before the Contribution Closing Datedue dates thereof (including any applicable extensions), and shall make such changes thereto consistent with this Agreement as may be reasonably requested by the Representative. (v) The Company shall bear the expense of preparation of personal tax returns for calendar years 2002 and 2003 for those Stockholders for whom the Company bore such expenses in respect of calendar year 2001.

Cooperation on Tax Matters. (i) Acquirer Purchaser shall provide Seller notice promptly, and in any event within ten (10) days, following Purchaser’s receipt of any written notice from any Governmental Authority in connection with any audit, litigation or other Action with respect to any U.S. federal or state income Tax Returns or any Taxes that relate to periods ending on or prior to the Contributor Closing Date or with respect to any Taxes for which Seller made representations and warranties under Section 3.16 (each, a “Tax Contest”). In such event, Seller shall have the right to control such Tax Contest, provided that, the Purchaser shall have the right to participate in such Tax Contest at its own expense, and, in the event that such Tax Contest would reasonably be expected to have an adverse effect on the Tax liability of any Company for any taxable period ending after the Closing Date, Seller shall not settle, compromise or concede any portion of such Tax Contest without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed or conditioned. Purchaser will not extend any statute of limitations that would have an impact on any such pre-closing period without the consent of Seller. Further, in connection with any such Tax Contest, Purchaser and Seller shall cooperate with each other as necessary with regard to the foregoing. (ii) The Parties shall cooperate fully, as and to the extent reasonably requested by the other Partyother, in connection with the filing of Tax Returns and any audit, litigation or other proceeding Action 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 which are reasonably relevant to any such filing of Tax Returns or any audit, litigation or other proceeding Action with respect to 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 Purchaser and Seller 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 Companies relating to any taxable period beginning on or before the Contribution Closing DateDate until the expiration of the applicable statute of limitations (and, each Party shall give to the extent notified in writing by the other Party reasonable written notice andParty, if any extensions thereof) of the other Party so requestsrespective taxable periods, shall itself allow, 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 delayedGovernmental Authority. (iiiii) Acquirer Purchaser and Contributor Parties Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including any Tax with respect to the transactions contemplated hereby Transactions), provided that, such Tax reduction gives rise to no adverse tax consequences or for any taxable period beginning on attributes with respect to the Party being asked to execute such certificate or before the Contribution Closing Dateother document.

Cooperation on Tax Matters. (a) Subject to ‎Section 8.04(b), Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business, the Purchased Assets, the Assumed Liabilities and the Purchased 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. Buyer and Seller shall (i) Acquirer retain all books and records with respect to Taxes pertaining to the Contributor Parties Business, the Purchased Assets, the Assumed Liabilities or the Purchased Subsidiaries until the expiration of any applicable statute of limitations and abide by all record retention agreements entered into with any Taxing Authority for all periods required by such Taxing Authority, and (i) 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 Buyer 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 Purchased Assets, the Assumed Liabilities or the Purchased Subsidiaries. (b) Notwithstanding anything to the transactions pursuant to contrary in this Agreement, except to the Acquired extent solely relating to the Purchased Subsidiaries, the Purchased 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 Assumed Liabilities, Seller 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 its Affiliates shall not be unreasonably withheldrequired at any time to provide to Buyer any right to access or to review any Tax Return or Tax work papers of Seller, conditioned any Seller Group, or delayed. With respect to any Affiliate of Seller (such audit, litigation Tax Returns or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c)Tax work papers, 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 “Seller 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(cRecords”); 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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. (ia) Acquirer REIT and the Contributor Parties Xxxxxxx 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 Proceeding with respect to Taxes related to of the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesCompanies. 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 Proceeding and making employees available during normal business hours on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior REIT 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 Companies relating to any taxable period beginning on or before the Contribution Closing DateDate until the later of the expiration of the federal statute of limitations (and any extensions thereof) or seven (7) years after the filing of such Tax Returns, each Party shall and to abide by all record retention agreements entered into with any taxing authority; and (ii) to give the other Party Xxxxxxx reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requestsrequested, Xxxxxxx shall itself allow, or cause the Propane Group Entities be allowed to allow the other Party to take, take possession of such books and records. In connection with . (b) Xxxxxxx shall have the right to elect to control any auditaudit or examination by any taxing authority, litigation contest, resolve and defend against any assessment, notice of deficiency or other proceeding adjustment or proposed adjustment relating or with respect to any Taxes related of the Companies that relates solely to the Acquired Assets or the Propane Group Entities for any taxable periods beginning period that ends 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 Date (a “Pre-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(cPeriod”); provided, however, that REIT shall promptly notify Xxxxxxx of any audit, Proceeding or other event described in the Contributor Parties preceding clause of this sentence (an “Event”), provided further, however, REIT shall not affect have the right to participate in such Event and consult with Xxxxxxx with respect to the resolution of any settlement issue relating to Taxes arising as a result of or compromise in connection with such Event and Xxxxxxx shall not, without the prior consent of such Tax claim regarding the Acquired Assets or the Propane Group Entities without Acquirer’s prior written consent, REIT (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed. (ii) Acquirer ), finally settle, compromise or resolve any matter related to such Event. REIT shall have the right to control any Event that does not relate solely to any Pre-Closing Tax Period; provided, however, that Xxxxxxx shall have the right to participate in such Event and Contributor Parties further agree, upon request, consult with REIT with respect to use their reasonable best efforts the resolution of any issue relating to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed Taxes arising as a result of or in connection with such Event and REIT shall not, without the transactions contemplated hereby prior consent of Xxxxxxx (which shall not be unreasonably conditioned, withheld or for delayed), finally settle, compromise or resolve any taxable period beginning on matter related to such Event if such final settlement, compromise or before resolution would result in liability to Xxxxxxx. To the Contribution Closing Dateextent there is any conflict between this Section 6.2(b) and Sections 5.4 (a)-(c), the provisions set forth above shall control.

Cooperation on Tax Matters. (ia) Acquirer GABY, the Company and the Contributor Parties Vendors shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns of the Company and its Subsidiaries and any audit, litigation litigation, or other proceeding with respect to Taxes related Governmental Charges applicable to the transactions pursuant to this AgreementCompany and the Subsidiaries for periods ending on, before or including the Acquired Assets or the Propane Group EntitiesClosing Date. Such cooperation shall include the retention until by the later of (A) seven (7) years from Company and the Contribution Closing Date or (B) the expiration of the relevant statute of limitations Subsidiaries and GABY and (upon the other Party’s 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 mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior The Company and GABY agree (i) to the destruction or discarding of any retain all books and records with respect to Tax tax matters pertinent to the Acquired Assets or Company and 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 any extensions thereof) of the respective taxable periods, each Party shall and to abide by all record retention agreements entered into with any Governmental 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 party so requests, the Company or GABY, 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. (iib) Acquirer GABY and Contributor Parties the Company further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from from, or effect any filing with, any Governmental Authority or any other Person as may be necessary to mitigate, reduce reduce, or eliminate any Tax Governmental Charge that could be imposed as a result of (including with respect to the transactions contemplated hereby hereby). (c) GABY shall promptly notify the Vendors’ Representative upon receipt by GABY or any of its Affiliates (including the Company and the Subsidiaries after the Closing) of notice of any inquiries, claims, assessments, audits or similar events with respect to Government Charges relating to a taxable period ending on or prior to the Closing Date or for which the Vendors may be liable under this Agreement (any taxable period beginning on such inquiry, claim, assessment, audit or similar event, a “Tax Matter”). The Vendors’ Representative, at its sole expense, shall have the authority, and GABY shall cause the Company and the Subsidiaries to provide the Vendors’ Representative’s tax advisors with the appropriate powers of attorney, to represent the interests of the Company and the Subsidiaries (as applicable) with respect to any Tax Matter before the Contribution Closing DateInternal Revenue Services or any other Governmental Authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax Returns, and contesting, defending against and resolving any assessment for additional Government Charges or notice of tax deficiency or other adjustment of Government Charges of, or relating to, a Tax Matter. Vendors’ Representative shall (i) keep GABY fully informed with respect to the commencement, status and nature of any Tax Matter, (ii) in good faith, allow GABY to make comments to Vendors’ Representative regarding the conduct of or positions taken in any such proceeding and (iii) not enter into any settlement or compromise which would likely have an adverse tax effect on the Company or the Subsidiaries without the prior written consent of GABY, which consent shall not be unreasonably withheld, conditioned or delayed.

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. (ii) Acquirer Buyer and Contributor Seller Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. (a) Notwithstanding anything to the contrary in Sections 7.1 or 7.5, Buyer and Seller shall, and shall cause their respective Affiliates to, (i) Acquirer furnish, or cause to be furnished, to each other, upon request and in a timely manner, such documents (including any duly executed powers of attorney and other documents necessary to enable the parties to file Tax Returns, or cause Tax Returns to be filed, in the manner provided in Section 9.8), information (including access to the relevant portions of books and records) and assistance relating to the Transferred Assets, the Assumed Liabilities, the Business, the Transferred Equity Interests and the Contributor Parties shall Transferred Entities, in each case as is reasonably necessary for the preparation and filing of any Tax Return or the conduct of any Tax Contest or review by a third party auditor, (ii) cooperate fullyreasonably with one another in applying for and obtaining available Tax refunds, credits and offsets and (iii) keep confidential any information obtained under this Section 9.2, except as and to the extent reasonably requested by the other Party, may be otherwise necessary in connection with the filing of Tax Returns or the conduct of a Tax Contest or review by a third party auditor. (b) Notwithstanding anything to the contrary in Sections 7.1 or 7.5, each of Seller and Buyer shall, and shall cause its Affiliates to, (i) retain all of its Tax and accounting books and records (including all computerized books and records, and any auditsuch information stored on any other form of media) relevant to Taxes, litigation for any Tax period that includes the Closing Date and for all prior Tax periods, of the Transferred Entities or other proceeding related to the Transferred Assets, the Assumed Liabilities the Business or the Transferred Equity Interests, in each case until the applicable period for assessment under applicable Law (giving effect to any and all extensions or waivers) has expired and (ii) abide by all record retention agreements entered into with any Taxing Authority 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 any of the relevant statute of limitations and materials described in clause (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(ci), 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. (c) Seller and Buyer shall each (i) execute and deliver, and cause its Affiliates to execute and deliver, as appropriate, all instruments and certificates reasonably necessary to enable the other party to comply with any filing requirements relating to Transfer Taxes and VAT and (ii) Acquirer and Contributor Parties further agree, upon request, to use their commercially reasonable best efforts to obtain avail itself of any certificate available exemptions from, or other document from reductions of, any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing DateTransfer Taxes and VAT under applicable Law.

Cooperation on Tax Matters. (a) The Buyer and the Representative shall cooperate in (i) Acquirer the preparation of all Tax Returns for any Tax periods and (ii) the Contributor Parties conduct of any Tax Proceeding, for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall cooperate fullyinclude, as and but not be limited to, furnishing prior years' Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent reasonably preparation of such Tax Returns, and furnishing such other information within such party's possession requested by the other Party, in connection with party as is relevant to the filing preparation of the Tax Returns or the conduct of the Tax Proceeding. Such cooperation and any audit, litigation information also shall include without limitation promptly forwarding copies of appropriate notices and forms or other proceeding communications received from or sent to any Governmental Entity which relate to the Surviving Corporation or the Company, and providing copies of all relevant Tax Returns, together with accompanying schedules and related work papers, documents relating to rulings or other determinations by any Governmental Entity and records concerning the ownership and tax basis of property, which the requested party may possess. (b) The Buyer shall control any Tax Proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets Surviving Corporation 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 auditCompany; provided that, 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 any item the adjustment of which would cause any Company Stockholder to become obligated to make any payment pursuant to Section 8.2 hereof, 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 Buyer 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 Representative of such Tax claim in accordance Proceeding and shall regularly consult with the Representative regarding the status of 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 management of such Tax claim regarding Proceeding. The Buyer shall not settle any such issue without the Acquired Assets or consent of the Propane Group Entities without Acquirer’s prior written consent, Representative (which consent shall not be unreasonably withheld, conditioned or delayed. (ii) Acquirer and Contributor Parties further agree); provided further, upon request, that the Buyer shall be permitted to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any file Tax that could be imposed as a result of the transactions contemplated hereby or Returns for any taxable period beginning all periods ending on or before the Contribution Closing DateDate which were not so filed by the Company and which the Buyer's Tax advisor advises the Buyer are required to be filed. Where such consent is withheld by the Representative, the Company Stockholders may continue or initiate any further Tax Proceeding at their own expense, provided that any liability of the Buyer or its Affiliates resulting from the Tax Proceeding, after giving effect to this Agreement, shall not exceed the liability that would have resulted had the Representative not withheld their consent.

Cooperation on Tax Matters. (ia) Acquirer The Purchaser and the Contributor Parties shall cooperate fullyVendors 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 10 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 the destruction or discarding of any The Purchaser will cause all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane any Group Entities Company relating to any taxable period beginning on or before the Contribution Closing DateDate to be retained until the later of (i) one hundred eighty (180) days after the expiration of the statute or period of limitations of the respective taxable periods, each Party and (ii) the expiration of the retention period prescribed by applicable Law. Any information obtained pursuant to this Section 10.2(a) (or otherwise pursuant to this Agreement) shall give be kept confidential by the Parties hereto, except as necessary to be disclosed in connection with such Tax Return Proceeding, or as required by applicable Law. (b) If any Tax authority informs the Vendors, on the one hand, or any of the Group Companies or the Purchaser, on the other Party reasonable written notice andhand, if the other Party so requests, shall itself allow, of any proposed or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection with any actual audit, litigation examination, investigation, adjustment, claim, assessment, reassessment or other proceeding demand concerning the amount of Taxes of the Group Companies (a “Tax Audit”) with respect to periods ending before the Closing Date or Straddle Periods, the party so informed will notify the other parties of such matter as soon as practicable, and in any event within fifteen (15) Business Days of so being informed of such Tax Audit. The failure to give such notice shall not relieve the Vendors of any indemnification obligations in respect of any Taxes related provided hereunder except to the Acquired Assets or extent that such failure materially prejudices 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 ability of the conduct Vendors to defend a Tax Audit or otherwise exercise their rights hereunder. (c) Subject to Section 10.2(d) and notwithstanding any other term of all such auditthis Agreement, 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 Purchaser will control any settlement or compromise thereofTax Audit; provided, howeverthat: (i) the Vendors, Acquirer shall keep at the Contributor Parties reasonably informed Vendors’ sole cost and expense, will have the right to participate in any Tax Audit which relates to Taxes for which the Vendors (or any of them) may be liable pursuant to Article 9; and (ii) the progress of Purchaser will not settle or otherwise resolve any such auditTax Audit (and will not allow any Group Company to settle or otherwise resolve any Tax Audit), litigation or other proceeding and shall not affect any if such settlement or compromise with respect other resolution relates to Taxes for which Vendors (or any Contributor Party is of them) may be liable pursuant to Section 8.1(c) Article 9, without obtaining such Contributor Party’s the prior written consent theretoof the Vendors, which shall not to be unreasonably withheld, conditioned or delayed. With For the avoidance of doubt, the Purchaser’s control of any Tax Audit pursuant to this Section 10.2(c) shall not be interpreted as limiting any right to indemnification related to such Tax Audit in accordance with the terms of this Agreement. (d) Notwithstanding Section 10.2(c), the Vendors, at the Vendors’ sole cost and expense, will have the right to control any Tax Audit solely with respect to any such auditPre-Closing Tax Period; provided, litigation or other proceedings with respect that: (i) the Vendors have paid to Taxes for which the Contributor Parties may be applicable Governmental Authority all amounts (if any) required to indemnify Acquirer pursuant be paid in order to Section 8.1(c)contest such Tax Audit under applicable Laws (provided that to the extent the Vendors are successful, the Contributor Parties in whole or in part, in such contest and there is a refund or credit against cash Taxes otherwise actually due of any such amounts, such refund or credit shall be entitledpaid to the Vendors within fifteen (15) days of receipt or credit, at together with any interest received or credited in respect thereof); (ii) the expense of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to Vendors will pursue such Tax claim Audit diligently and may control in good faith; (iii) the Vendors will keep the Purchaser reasonably informed regarding the status of such Tax Audit and assume the Purchaser will be provided copies of any material correspondence relating thereto; (iv) the Vendors will consult in good faith with the Purchaser regarding the defense of such Tax claim Audit, and the Purchaser, at the Purchaser’s sole cost and expense, will have the right to participate, or cause the Group Company to which such Tax Audit relates, to participate, in accordance with and subject such Tax Audit; (v) the Vendors will provide to the conditions set forth Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Authority in Section 8.4(c); provided, however, that the Contributor Parties shall not affect any settlement or compromise respect of such Tax claim regarding Audit and to attend any conference call or meeting with any such Governmental Authority with respect to such matters; and (vi) the Acquired Assets Vendors will not settle, resolve or abandon such Tax Audit without the Propane Group Entities without Acquirer’s prior written consentconsent of the Purchaser, which consent shall will not be unreasonably withheld, conditioned withheld or delayed. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. Each Seller and the Buyer shall cooperate with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Purchased Assets including: (i) Acquirer preparation and filing of Tax Returns; (ii) examinations of Tax Returns; and (iii) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Each Seller and the Contributor Parties Buyer shall cooperate fully, as and provide timely written notices to the extent reasonably requested other parties hereto of any pending or threatened audits or other Tax proceedings relating to the Business or the Purchased Assets for taxable periods for which any other party hereto may have a responsibility under this Agreement or otherwise, and shall furnish the other parties hereto with copies of all correspondence received from any Taxing Authority in connection with any audit or other Tax proceeding or information request with respect to any taxable period for which any other party hereto may have a responsibility under this Agreement or otherwise. Any information or documents provided under this Section 6.15(b) shall be kept confidential by the other Partyparty receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. In the event that the Buyer, on the one hand, and any auditthe Sellers, litigation or on the other proceeding with respect to Taxes related hand, disagree as to the transactions pursuant amount or calculation of any payment to be made under this AgreementSection 6.15, the Acquired Assets or parties shall attempt in good faith to resolve such dispute. If such dispute is not resolved within sixty (60) days following 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 commencement of the relevant statute of limitations dispute, the Buyer, on the one hand, and (upon the Sellers, on the other Party’s request) hand, shall jointly retain the provision Independent Accountant to resolve the dispute. The Independent Accountant shall act as an arbitrator to resolve all points of records disagreement and information in such Party’s possession that are reasonably relevant its decision shall be final and binding upon all parties involved. Following the decision of the Independent Accountant, the Buyer and the Sellers shall each take or cause to be taken any such audit, litigation or other proceeding action necessary to implement the decision of the Independent Accountant. The fees and making employees available on the basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder. Prior expenses relating 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 Independent Accountant 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 disputes 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 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 6.15 shall be entitledborne fifty percent (50%) by the Buyer, at and fifty percent (50%) 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 delayedSellers. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

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. (iib) Acquirer Buyer and Contributor Parties Seller further agree, and agree to cause their respective Affiliates (including, in the case of Buyer, the Companies after the Closing Date), to, upon request, to use their all reasonable best efforts to obtain any certificate or other document from any Governmental Authority or customer of any Company or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including with respect to the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Datehereby).

Cooperation on Tax Matters. (ia) Acquirer Parent shall have the right to represent the interests of Company in any Tax audit or administrative or court proceeding relating to Tax Returns described in Paragraphs 3 and 4 with respect to which Parent may be liable for Taxes pursuant to this Agreement (including any such proceedings relating to Company or 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 Liabilities Undertaking and Indemnification Agreement (Exhibit F); provided, however, that Authority shall have the 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 of its affiliates or Company for any period ending after the Closing Date and to employ counsel of its choice at its own expense for purposes of such 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 Liabilities Undertaking and Indemnification Agreement (Exhibit G). Notwithstanding anything to the contrary contained or implied in this Agreement, without the prior written approval of Authority, 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 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 filed, any amended Tax return or claim 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. (b) Parent, Authority, and their Subsidiaries 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 Schedule and any audit, litigation litigation, refund claim, 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 litigation, refund claim, or other proceeding and proceeding, making employees available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material provided hereunder, and executing powers of attorney to allow Parent and its representatives to exercise the rights herein enumerated. Prior Parent, Authority, and their Subsidiaries 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 the other party, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (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 allowAuthority or Company, or cause Parent or its Subsidiaries, as the Propane Group Entities to case may be, shall allow the other Party party to take, take possession and control 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. (iic) Acquirer Authority and Contributor Parties Parent further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions transaction contemplated hereby or for any taxable period beginning on or before the Contribution Closing Datein this Agreement).

Cooperation on Tax Matters. (i) Acquirer The Parent, the Company and its Subsidiaries and the Contributor Parties Principal Shareholder 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 (all of which shall be made by or controlled, as applicable, by the transactions pursuant to Company, except as expressly provided in this Agreement, the Acquired Assets or the Propane Group EntitiesSection 10.3). 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 The Company and its Subsidiaries and the Principal Shareholder 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 or before the Contribution Closing DateBalance Sheet Date until the expiration of the statute of limitations (and, each Party shall to the extent notified by the Parent or the Principal Shareholder, 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 and its Subsidiaries or the Principal Shareholder, 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. (ii) Acquirer The Parent and Contributor Parties the Principal Shareholder further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby hereby). (iii) The Principal Shareholder shall have the sole right to represent each Acquired Company’s interest in any Tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel (reasonably acceptable to Parent) of its choice at its expense. The Principal Shareholder shall keep Parent reasonably informed as to any material change or development in the status of any such audit or proceeding. The Principal Shareholder shall have the sole right to settle, either administratively or after the commencement of litigation, any proceeding relating to Taxes of any Acquired Company for any taxable period beginning ending on or before the Contribution Closing Date; provided, however, that the Principal Shareholder shall not settle any claim for Taxes which would have a Material Adverse Effect on the Acquired Companies, or any Affiliate thereof, for periods beginning after the Closing Date (including Post-Closing Partial Periods) without the prior written consent of Parent, which consent shall not be unreasonably withheld, if the Principal Shareholder has indemnified Parent against the effects of any such settlement. In the case of any Straddle Period, the Principal Shareholder shall be entitled to participate at its expense in any Tax audit or administrative or court proceeding relating (in whole or in part) to Taxes attributable to the Pre-closing Partial period and, with the written consent of Parent, and at the Principal Shareholder’s sole expense, may assume the entire control of such audit or proceeding. None of Parent, any of its Affiliates or any of the Acquired Companies may agree to settle any Tax claim which may be the subject of indemnification by Principal Shareholder under Section 10.3(a) without the prior written consent of the Principal Shareholder, which consent may be withheld in the reasonable discretion of the Principal Shareholder.

Cooperation on Tax Matters. (i) Acquirer The Purchaser, the Company, and the Contributor Parties Sole Member shall cooperate fully, as and to the extent reasonably requested by the other Partyparty, in connection with the filing of Tax Returns for all periods that begin before the Closing and any audit, appeal, litigation or other proceeding Action or Proceeding with respect to Taxes. Sole Member shall provide Purchaser with prompt notice of any audit or proposed or threatened audit of the Company that is received by Sole Member in writing from a government or regulatory authority. Sole Member shall not settle any audit, appeal, litigation or other Action or Proceeding with respect to Taxes related to in a manner that would adversely affect the transactions pursuant to this Agreement, Company or Purchaser in a period beginning after the Acquired Assets or Closing without the Propane Group Entitiesprior written consent of the Purchaser. 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 Action or 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 Company and the destruction or discarding of any books Sole Member shall (A) retain all Books and records 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 Dateuntil the expiration of the statute of limitations (and, each Party shall to the extent notified by the Purchaser or any Member, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) give the other Party Purchaser reasonable written notice prior to transferring, destroying or discarding any such Books and Records and, if the other Party Purchaser so requests, the Company and the Sole Member, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other Party Purchaser to take, take possession of such books 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 delayedRecords. (ii) Acquirer The Purchaser and Contributor Parties further agreethe Sole Member shall, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental or Regulatory Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including without limitation any Tax with respect to the transactions contemplated hereby or for any taxable period beginning on or before hereby). (iii) The Purchaser and the Contribution Closing DateSole Member shall, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code, and all Treasury Department Regulations promulgated thereunder.

Cooperation on Tax Matters. (i) Acquirer Buyer, Targets and the Contributor Parties Sellers shall cooperate fully, as and to the extent reasonably requested by the other another Party, in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding (a “Contest”) 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 another 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 If, subsequent to the destruction Closing, Buyer, Targets or discarding any of their Affiliates (including the Target’s Subsidiaries) receive notice of a Contest with respect to any Pre-Closing Tax Period with respect to which Sellers may be required to provide indemnification under this Agreement, then within ten (10) Business Days after receipt of such notice, the Buyer shall notify the Sellers’ Agent of such notice. Buyer and Sellers agree that any settlement or other negotiated payment, or any portion thereof, to be made to the Internal Revenue Service arising out of the Pre-Closing Tax Period shall not be agreed upon unless previously approved by Sellers in writing, which approval shall not be unreasonably withheld or delayed. Targets and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Acquired Assets or the Propane Group Entities Targets 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 Parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other another Party so requests, Targets or Sellers, as the case may be, shall itself allow, or cause the Propane Group Entities to allow the other another 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. (ii) Acquirer Buyer and Contributor Parties Sellers further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby hereby). (iii) Buyer and Sellers further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code Section 6043, or for any taxable period beginning on Code Section 6043A, or before the Contribution Closing DateTreasury Regulations promulgated thereunder.

Cooperation on Tax Matters. (a) The Purchaser, on the one hand, and the Representative, on behalf of the Stockholders and the Optionholders, on the other hand, and their respective Affiliates shall cooperate in (i) Acquirer the preparation of all Tax Returns for any Tax periods and (ii) the Contributor Parties conduct of any Tax Proceeding, for which one party could reasonably require the assistance of the other party in obtaining any necessary information. Such cooperation shall cooperate fullyinclude, as and but not be limited to, furnishing prior years’ Tax Returns or return preparation packages illustrating previous reporting practices or containing historical information relevant to the extent preparation of such Tax Returns, and furnishing such other information within such party’s possession reasonably requested by the other Partyparty as is relevant to the preparation of the Tax Returns or the conduct of the Tax Proceeding. Such cooperation and information also shall include promptly forwarding copies of appropriate notices and forms or other communications received from or sent to any Governmental Body which relate to the Surviving Corporation, in connection the Company or any Subsidiary of the Company, and providing copies of all relevant Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Governmental Body and records concerning the ownership and tax basis of property, which the requested party may possess. (b) At its election, the Representative shall control any Tax Proceeding that relates solely to Income Taxes for any Pre-Closing Tax Period for which the Purchaser, the Company, the Surviving Corporation or any of the Subsidiaries of the Company may be indemnified pursuant to Section 11.01 or Section 12.02. The party with the filing of greater economic stake shall control any Tax Returns and Proceedings that relate to Income Taxes for any audit, litigation Pre-Closing Tax Period or other proceeding Straddle Period but do not relate solely to any Pre-Closing Tax Period with respect to Taxes related to the transactions pursuant to this AgreementSurviving Corporation, the Acquired Assets Company 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 Subsidiary of the relevant statute Company. For the avoidance of limitations and (upon doubt, taxable periods after those involved in the other Party’s request) Tax Proceeding shall be considered in the provision determination of records and information which party has the greater economic stake in such Party’s possession any Tax Proceedings that are reasonably relevant relate to any such audit, litigation or other proceeding and making employees available on Straddle Period. The Representative shall consult with the basis of reasonable best efforts to provide additional information and explanation of Purchaser regarding any material provided hereunder. Prior to the destruction or discarding of any books and records Tax Proceeding with respect to Tax matters pertinent to the Acquired Assets Surviving Corporation, the Company 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 Subsidiary of the conduct of all Company, provide the Purchaser with information and documents related thereto, permit the Purchaser or its representative to participate in any such auditTax Proceeding, litigation or other proceedings with respect to Taxes related to and not settle any such issue without 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 consent 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, Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). In the event that (i) the Representative does not elect to control a Tax Proceeding that relates to any Pre-Closing Tax Period or (ii) the Tax Proceeding does not relate solely to a Pre-Closing Tax Period and Purchaser has the greater economic stake and, in either case, for which the Purchaser could assert a claim pursuant to Section 11.01 or Section 12.02, the Purchaser shall control such Tax Proceeding, and with respect to any Tax Proceeding that relates solely to any Pre-Closing Tax Period, at the expense of the Representative., The Purchaser shall consult with the Representative regarding any Tax Proceeding with respect to the Surviving Corporation, the Company or any Subsidiary of the Company, provide the Representative with information and documents related thereto, permit the Representative or his representative to participate in any such Tax Proceeding, and not settle any such issue without the consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed). (iic) Acquirer Prior to the Closing Date, the Company shall provide the Representative and Contributor Parties further agreethe Purchaser with the statement described in Treas. Reg. §1.897-2(h)(1)(i) to the effect that that the Company does not constitute a U.S. real property interest as defined in Code §897(c) in form and substance reasonably satisfactory to the Representative and the Purchaser. Within thirty (30) days of providing the statement to the Representative, upon requestas required by Treas. Reg. §1.897-2(h)(2), the Company or, if after the Closing, the Purchaser shall cause the Surviving Corporation, to use their reasonable best efforts file with the Internal Revenue Service the notice described in Treas. Reg. §1.897-2(h), naming the Representative or its applicable Affiliate as the foreign interest holder requesting the statement, and shall furnish a copy of such filing to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing DateRepresentative.

Cooperation on Tax Matters. (i) Acquirer Purchaser, Sellers and the Contributor Parties shall Company Group will cooperate fully, as and to the extent reasonably requested by one of the other Partyparties, in connection with the preparation and filing of any Tax Returns and any audit, litigation or other proceeding action 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 parties’ request) the provision of records and information in such Party’s possession that are reasonably relevant to any such audit, litigation action. Any information obtained pursuant to this Article IX or pursuant to any other Section hereof providing for the sharing of information or review of any Tax Return or other proceeding and making employees available on the basis of reasonable best efforts schedule relating to provide additional information and explanation of any material provided hereunder. Prior to the destruction or discarding of any books and records Taxes with respect to Tax matters pertinent the Acquired Entities shall be kept confidential by the parties hereto and their respective legal and tax advisors. Section 9.02 Section 338(g) Elections. With respect to the Acquired Assets or transactions contemplated by this Agreement, Purchaser shall file a timely election under Section 338(g) of the Propane Code with respect to each entity within the Company Group Entities relating to any taxable period beginning on or before as a corporation for U.S. federal income tax purposes at the Contribution time of 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 recordsthan NFE Freeze UK Ltd (“Section 338(g) Elections”). In connection with any auditSection 338(g) Elections made by the Purchaser, 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 Purchaser shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, auditsprepare, or similar events. Except as provided belowcause to be prepared, Acquirer shall have sole control of the conduct of and file, or cause to be filed, all such auditTax Returns, litigation or notices and 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 filings 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 filed in accordance with and subject applicable Law, as reasonably determined by Purchaser in good faith, including, to the conditions set forth extent applicable, timely compliance with the notice requirement mentioned in Section 8.4(cU.S. Treas. Reg. 1.338-2(e)(4); provided, however, that Sellers shall prepare a draft IRS Form 8883 (or successor form) and provide such draft IRS Form 8883 to Purchaser no later than thirty (30) days prior to the Contributor Parties due date of such IRS Form 8883 (taking into account all valid extensions) for Purchaser’s review and comment, and Sellers shall consider Purchaser’s reasonable comments in good faith and the draft IRS Form 8883 with such reasonable Purchaser comments incorporated shall become the “Final IRS Form 8883.” Each party shall be bound by the allocations set forth on a Final IRS Form 8883 for all purposes and shall not affect take any settlement position inconsistent with such allocations on any Tax Return, any Proceeding before a Governmental Authority or compromise otherwise unless required to do so by a final determination as defined in Section 1313 of such Tax claim regarding the Acquired Assets Code (or similar provision of U.S. state or local or non-U.S. Law) or with the Propane Group Entities without Acquirer’s prior written consent, which consent of the other party. The Total Unadjusted Consideration allocation set forth on a Final IRS Form 8883 shall not be unreasonably withheld, conditioned or delayed. (ii) Acquirer appropriately adjusted if and Contributor Parties further agree, upon request, when any adjustments to use their reasonable best efforts the Total Unadjusted Consideration are made pursuant to obtain any certificate or other document from this Agreement. In the event the allocations set forth on a Final IRS Form 8883 are disputed by any Governmental Authority or any other Person as may be necessary to mitigateand Purchaser receives notice of such dispute, reduce or eliminate any Tax that could be imposed as a result Purchaser shall promptly notify and consult with Sellers concerning the resolution of such dispute, keep Sellers apprised of all aspects of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.dispute and obtain Sellers’ prior written consent prior to

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 Partyparty, in connection with the filing of Tax Returns and Tax refunds and any audit, litigation or other proceeding with respect to Taxes related Taxes; provided, that Sellers shall not file, or cause to be filed, the Company's Federal S corporation Tax Returns and corresponding state, local and foreign Tax Returns of the Company required to be filed for all periods prior to Closing and the period ending with the Closing (including the Federal S Corporation Tax Return and corresponding state, local and foreign Tax Returns required to be filed due to the transactions pursuant deemed asset sale under IRC Section 338(h)(10)), without Buyer's prior approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided further, that Sellers shall provide Buyer any of the aforementioned Tax Returns to this Agreement, Buyer not less than forty-five (45) days prior to the Acquired Assets or the Propane Group Entitiesdue date (including properly filed extensions) for filing such Tax Returns. 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 are reasonably relevant to any such audit, litigation 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, the Company and Sellers 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 relating to any taxable period beginning on or before the Contribution Closing Dateuntil 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 (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 Company 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 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. (iib) Acquirer Buyer and Contributor Parties Sellers further agree, upon request, to use their reasonable best good faith efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including with respect to the transactions contemplated hereby), provided that any costs and expenses incurred in connection with such effort shall be paid by the requesting party. (c) The Company, Buyer, and Sellers agree that should any Governmental Body determine, find, hold, or propose to determine, find or hold that the Company's status as an S corporation, as defined in Section 1361 of the IRC, has at any time been terminated as a result of an inadvertent invalid election or inadvertent termination, each as defined in Section 1362(f) of the transactions contemplated hereby IRC, then the Company, Buyer, and Sellers shall take such steps as are necessary or advisable to obtain a waiver of the effects of such a termination (a "WAIVER"), including but not limited to the filing of a ruling request with the IRS, and agreeing to such terms and conditions as the IRS may impose as a condition of granting a Waiver. Sellers shall bear all costs associated with obtaining a Waiver, including but not limited to any fee imposed by the IRS associated with the filing of a ruling request or the obtaining of a ruling. (d) Except in connection with an audit resolved pursuant to Section 11.3(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no party may amend a Tax Return filed by any party with respect to the Company or any Affiliated Entity or Subsidiary or file or amend any Tax election of the Company or any Affiliated Entity, in each case, for a taxable period beginning prior to the Closing Date, without the consent of the other parties hereto, not to be unreasonably withheld or delayed. The EDO Group shall, upon request by Sellers and at the sole expense of Sellers, cooperate in the preparation of and submission to the proper Governmental Body of any amended Tax Return that is required to cause such Tax Return to be consistent with adjustments to the Tax Returns of the Company or any Affiliated Entity for any other taxable period proposed by any Governmental Body, or to give effect to an allowable loss carryback or carryover from a taxable period of the Company or any Affiliated Entity or Subsidiary ending on or before the Closing Date. (e) Any party who receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company, or any Affiliated Entity or Sellers with respect to the Company or any Affiliated Entity, which may give rise to liability of another party hereto, shall promptly notify Buyer and Sellers within ten (10) Business Days of the receipt of such notice. The parties each agree to consult with and to keep the other parties hereto informed on a regular basis regarding the status of any Tax audit or proceeding to the extent that such audit or proceeding could affect a liability of such other parties (including indemnity obligations hereunder). Sellers shall have the right to represent the interest of the Company or any Affiliated Entity or Subsidiary in any Tax audit or administrative or judicial proceeding and to employ counsel of Seller's choice, but reasonably satisfactory to Buyer, at the expense of Sellers, but only to the extent such audit or other proceeding pertains solely to taxable periods ending on or before the Closing Date, with no preclusive effect after the Closing Date in respect of any position taken by the EDO Group. Buyer shall have the right to participate in such proceeding at its own expense, and shall be entitled to control the disposition of any issue involved in such proceeding that does not affect a potential liability of Sellers. Buyer and Sellers shall be entitled to represent their own interests in light of their responsibilities (including indemnity obligations) for the related Taxes, at their own expense, in any audit or administrative or judicial proceedings involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing, (i) Sellers shall not agree to any settlement for any taxable period that would effect Tax liabilities of Buyer or the Company or any Affiliated Entity or Subsidiary for any taxable period beginning on or after the Closing Date without prior written consent of Buyer and (ii) neither the Company nor Buyer shall agree to any settlement for any taxable period that would effect Tax liabilities of Sellers or the Company or any Affiliated Entity or Subsidiary for any taxable period beginning on or before the Contribution Closing DateDate without prior written consent of Sellers. Nothing in this Section 11.3 shall be interpreted to diminish in any fashion the liability of Sellers, if any, under Section 10.12.

Cooperation on Tax Matters. (i) Acquirer Each of the parties hereto shall, and Buyer shall cause the Contributor Parties shall Company to, 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 11.4 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 to Following the destruction or discarding of any Closing, Seller and Parent shall, and Buyer shall cause the Company 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 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 any party, 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 taxing authority. (ii) Seller and Parent shall have the right to direct any audit or other Tax proceeding with respect to Taxes a Pre-Closing Tax Period, at their sole cost and expense. Buyer shall cause the Company to execute powers of attorney and any other documents necessary to allow the Seller and Parent to direct such Tax proceeding. Notwithstanding the foregoing, Buyer and the Company shall have the right to participate in any Tax proceeding related to a Pre-Closing Tax Period of the Acquired Assets Company which may have the effect of increasing Buyer’s or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing DateCompany’s Tax liability, Acquirer and NRGY neither Seller nor Parent 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 settle 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 AcquirerBuyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided that Buyer hereby agrees to consent if Seller and Parent fully indemnify Buyer and the Company for any increase in Buyer’s or the Company’s Tax liability resulting from such Tax proceeding. (iiiii) Acquirer Seller and Contributor Parties Parent shall have the right to direct any audit or other Tax proceeding with respect to a Straddle Tax Period, and the cost thereof shall be shared by Seller and Parent, on the one hand, and Buyer and the Company, on the other hand, in proportion to their respective liability for Taxes ultimately determined to be owing with respect to such Straddle Tax Period. Buyer shall cause the Company to execute powers of attorney and other documents necessary to allow the Seller and Parent to direct such Tax proceeding. Notwithstanding the foregoing, Buyer and the Company shall have the right to participate in any Tax proceeding related to a Straddle Tax Period which may have the effect of increasing Buyer’s or the Company’s Tax liability, and neither Seller nor Parent shall settle or compromise any such proceeding without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided that Buyer hereby agrees to consent if Seller and Parent fully indemnify Buyer and the Company for any increase in Buyer’s or the Company’s Tax liability resulting from such Tax proceeding. (iv) The parties further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby hereby). (v) Without the prior written consent (which shall not be unreasonably withheld or for delayed) of Buyer, Seller shall not make or change any taxable election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, or take any other similar action, or omit to take any action relating to the filing of any Tax Return or the payment of any Tax, if such action or omission would have the effect of increasing the Tax liability of the Company, Buyer or any Affiliate of Buyer, with respect to any Tax period (or portion thereof) beginning on or before after the Contribution Closing Date. Seller shall notify Buyer of any consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company within 15 days of making such consent or waiver. (vi) Without the prior written consent (which shall not be unreasonably withheld or delayed) of Seller, neither Buyer nor the Company shall make or change any election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, or take any similar action, or omit to take any action relating to the filing of any Tax Return or the Payment of any Tax, if such action or omission would have the effect of increasing the liability of Seller or any of its Affiliates under this Section 11.4 with respect to any Pre-Closing Tax Period or with respect to any Pre-Closing Taxes.

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 (iid) Acquirer The Shareholders and Contributor Parties Parent further agree, upon request, to use their all reasonable best efforts to obtain, or cause the Company to obtain any certificate or other document from any Governmental Authority governmental authority or customer of the Company or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including, but not limited to, with respect to the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Dateby this Agreement).

Cooperation on Tax Matters. (ia) Acquirer KHC, the Members, Contributor and the Contributor Parties shall Company (each at its, his or her own expense) will cooperate fully, as and to the extent reasonably requested by the other Partyparties, in connection with the filing of all 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 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 are reasonably relevant to any such audit, litigation Tax Return or other proceeding action 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 KHC and the Company 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 before the Closing Date until the expiration of the statute of limitations of the relevant taxable periods (and any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Authority. (b) Except in connection with an audit resolved pursuant to Section 7.10(c) (including consistent correlative adjustments for non-audited taxable periods), neither KHC, the Company nor any Affiliate thereof may amend a Tax Return of the Company or file or amend any Tax election of the Company, in each case, for a taxable period beginning prior to the Closing Date, without the consent of Contributor, not to be unreasonably withheld, delayed or conditioned. KHC will, upon request by Contributor, and at its sole expense, cooperate in the preparation of and submission to the proper Governmental Authority of any such amended Tax Return which is required to cause such Tax Return to be consistent with adjustments to the Tax Returns of the Company for any other taxable period proposed by any Governmental Authority, or to give effect to an allowable loss carryback or carryover from a taxable period of the Company ending on or before the Contribution Closing Date. (c) If the Company or KHC receives any notice of a pending or threatened Tax audit, assessment, or adjustment relating to the Company which may give rise to liability of the Members or Contributor hereunder, the Company or KHC, as applicable, will promptly notify Contributor, within ten (10) Business Days of the receipt of such notice. The parties each Party shall give agree to consult with and to keep the other Party reasonable written notice and, if parties hereto informed on a regular basis regarding the other Party so requests, shall itself allow, status of any Tax audit or cause proceeding to the Propane Group Entities to allow the other Party to take, possession extent that such audit or proceeding could affect a liability of such books other parties (including indemnity obligations hereunder). Contributor will have the right to represent the Company’s interests in any Tax audit or administrative or judicial proceeding and records. In connection with any auditto employ counsel of Contributor’s choice, litigation but reasonably satisfactory to KHC, at Contributor’s expense, but only to the extent such audit or other proceeding with respect pertains to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning ending on or before the Contribution Closing Date. KHC will have the right to participate in such proceeding at its own expense, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice will be entitled to control the disposition of any inquiries, claims, assessments, audits, or similar events. Except as provided below, Acquirer shall have sole control issue involved in such proceeding which does not affect a potential liability of the conduct Members or Contributor. KHC and the Members and Contributor will be entitled to represent their own interests in light of all such audittheir responsibilities (including indemnity obligations) for the related Taxes, litigation at their own expense, in any audit or other administrative or judicial proceedings with respect involving a taxable period that includes but does not end on the Closing Date. Notwithstanding the foregoing, neither the Members nor Contributor will agree to Taxes related to the Acquired Assets any settlement for any taxable period that would affect Tax liabilities of KHC 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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or Company for any taxable period beginning on or before after the Contribution Closing DateDate without prior written consent of KHC, not to be unreasonably, withheld or delayed.

Cooperation on Tax Matters. (ia) Acquirer Buyer 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 and any audit, litigation or other administrative or judicial proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets or the Propane Group EntitiesSection 7.8(a). 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 such other proceeding and making employees or Representatives available on the a mutually convenient basis of reasonable best efforts to provide additional information and explanation of any material materials provided hereunder. Prior to Buyer (after the destruction or discarding of any Closing) shall retain all books and records with respect to Tax matters pertinent to the Acquired Assets or Companies, and will cause each of the Propane Group Entities Acquired Companies to retain all books and records with respect to Tax matters pertinent to such Acquired Company, 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 andexpiration of the applicable statute of limitations (or, if there is no such limitation, for at least seven years) for the other Party so requestsrespective taxable periods, and shall itself allow, or cause the Propane Group Entities 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. (iib) Acquirer Buyer and Contributor Parties further agreeSeller will cooperate with each other and will take all such actions and steps as are mutually satisfactory to the parties to reduce or minimize applicable state and local sales, upon request, to use their reasonable best efforts to obtain any certificate transfer or other document from comparable Taxes in connection with the Transactions, provided that any Governmental Authority or any other Person such request will not unduly delay the Transactions. Buyer will provide to Seller such records and information as may be necessary to mitigate, reduce or eliminate Seller reasonably requests for the preparation of any Tax that could Returns for the Acquired Companies or in which the Acquired Companies are required to be imposed as a result of the transactions contemplated hereby or included, for any taxable period beginning ending on the Closing Date or before the Contribution Closing Date2012 tax year, or for Seller’s 2012 taxable year.

Cooperation on Tax Matters. (i) Acquirer 14.5.1 The Purchaser shall, and shall ensure that the Target Companies, their Affiliates and their respective employees and advisors fully cooperate with the Vendor and its advisors in connection with any Relevant Tax Matter, including but not limited to the filing of any Tax Return, the conduct of any inquiry, examination, audit, investigation, negotiation, dispute, appeal or Iitigation, and the Contributor Parties Vendor shall cooperate fully, as be in control of any Relevant Tax Matter and the Purchaser shall (and shall ensure that the Target Companies) follow any instructions of the Vendor unless and to the extent reasonably requested by such instructions do not comply with mandatory law. 14.5.2 In particular, and without prejudice to the aforementioned the Purchaser shall a) not cause or permit any of the Target Companies to take any action on or after the Closing Date (including, without limitation, the making or changing of any Tax election, the amendment of any Tax Return or the taking of any Tax position on any Tax Return) that could give rise to (or increase) any Tax Indemnification Claims unless such action is mandatorily required under applicable law; b) keep and make available to the Vendor, and instruct that the Target Companies will keep and make available to the Vendor, all books, records and information relating (wholly or partly) to any Relevant Tax Matter in accordance with, and during the periods required under statutory law (and to the extent such books, records and information might be of relevance for the Relevant Tax Matter, until the relevant Tax has become final and binding and can no longer be amended); c) provide, or instruct the Target Companies to provide, to the Vendor and its advisors, which are bound to professional secrecy, upon the Vendor’s request, all relevant documents or other Partyinformation and permit, or instruct the Target Companies to permit, the Vendor and their representatives to have access, during regular business hours and upon reasonable advance notice, to the premises, employees and books and records of the Target Companies, to the extent relating to a Relevant Tax Matter; d) permit, or instruct the Target Companies to permit, the Vendor and its advisors, which are bound to professional secrecy, to participate at their discretion, in connection with all current and future Tax proceedings relating (wholly or partly) to a Relevant Tax Matter; e) challenge and litigate, and instruct the filing Target Companies to challenge and to litigate, at the request of Tax Returns the Vendor and any audit, litigation or other proceeding with respect to Taxes related at the Vendor’s discretion and according to the transactions pursuant Vendor’s instructions, any Tax assessment relating to this Agreementa Relevant Tax Matter; f) authorize, or instruct the Acquired Assets Target Companies to authorize the Vendor 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 its advisors (upon the other PartyVendor’s request), by power of attorney and such other documentation as may be necessary and appropriate to represent the Target Companies in the Relevant Tax Matter; and g) not accept, compromise, dispose of or settle, and instructs that none of the provision Target Companies accepts, compromises, disposes of records and information in such Party’s possession that are reasonably relevant to or settles, any such audit, litigation Tax proceedings 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 assessment relating to any taxable period beginning on or before a Relevant Tax Matter without 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 PartyVendor’s prior written consent theretoconsent, which shall not be unreasonably withheldwithheld by the Vendor. 14.5.3 If any Tax assessment is challenged or litigated by any Target Company upon request of the Vendor (as set forth in Clause 14.5.2) any process costs such as court and administrative fees shall be at the Vendor’s expense. The same applies for any legal advisor fees, conditioned which occur in relation to the representation of such Target Company in respect of the challenge or delayedlitigation of the Tax assessment (“Tax Proceeding Representation”). In this respect, the Vendor shall be entitled to instruct the respective Target Company on which particular legal advisor it shall engage for the Tax Proceeding Representation, and neither the Target Company nor the Purchaser shall have the right to engage any other advisor for the Tax Proceeding Representation. Any other costs in relation to any tax cooperation under this Clause 14 shall be borne by the Party or Target Company incurring the costs individually. 14.5.4 With respect to periods until Closing the Vendor shall in good faith consider any such audit, litigation request of the Purchaser to provide upon the Purchaser’s expense any oral or other proceedings written information with respect to Taxes Taxes, which may reasonably required for which the Contributor Parties may be required Purchaser to indemnify Acquirer pursuant to Section 8.1(c)settle any existing or future proposed audit, assessment, dispute or other circumstance with the Contributor Parties shall be entitled, at the expense relevant Taxing Authority (without limiting any of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings relating to such Tax claim and may control and assume rights of 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 Vendor or the Propane Group Entities without Acquirer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedPurchaser under this Clause 14). (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

Cooperation on Tax Matters. The Buyer, the Companies, the Representative and each Seller shall (and shall cause their respective Affiliates to) (i) Acquirer assist in the preparation and the Contributor Parties shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the timely filing of Tax Returns and any audit, litigation Return of any Company; (ii) assist in any audit or other proceeding Action with respect to Taxes related or Returns of any Company (whether or not a Tax Matter); and (iii) provide certificates or forms, and timely execute any Return, that are necessary or appropriate to establish an exemption for (or reduction in) any Transfer Tax. The Buyer and the Seller agree to furnish or cause to be furnished to the transactions pursuant other, upon request, as promptly as practicable, such information and assistance relating to this AgreementTaxes, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Returns, the Acquired Assets making of any election relating to Taxes, the preparation for any audit by any Governmental Authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. The Buyer, the Propane Group Entities. Such cooperation shall include Companies, the retention until Representative, and the later Sellers will retain, and will cause their Affiliates to retain, for the full period of (A) seven (7) years from the Contribution Closing Date or (B) the expiration of the relevant any 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 all books and records records, documents and other information with respect to Tax matters pertinent to Pre-Closing Period Taxes. At the Acquired Assets or end of such period, the Propane Group Entities relating to any taxable period beginning on or before Buyer shall provide the Contribution Closing Date, each Party shall give the other Party reasonable Seller with at least thirty (30) days prior written notice andbefore transferring, if destroying or discarding any such books and records, during which period the other Party so requestsSeller can elect to take possession, shall itself allowat the expense of the Seller, or cause the Propane Group Entities to allow the other Party to take, possession of such books and records. In connection The Sellers shall provide the Buyer with any auditinformation reasonably necessary for the Buyer, litigation the Companies, and any Affiliates of the foregoing to comply with any information reporting requirements under the Code or other proceeding with respect applicable Laws or 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 complete 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 Return 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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority Code or any other Person as may be applicable Laws. Without limiting the foregoing, the Sellers shall provide the Buyer with any information reasonably necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of allow the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.Buyer to comply with Code Section 6043A.

Cooperation on Tax Matters. (ia) Acquirer The Purchaser and the Contributor Parties Sellers’ Representative shall, and shall cause their Affiliates to, cooperate fullyin good faith, as and to the extent reasonably requested by the other Partyany party, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes related to the transactions pursuant to this Agreement, the Acquired Assets described in Section 10.02(a) or the Propane Group Entities(b). 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 such Party’s possession that which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on the basis of upon reasonable best efforts notice and during normal working hours to provide additional information and explanation of any material provided hereunder. Prior The Purchaser and the Sellers’ Representative shall use commercially reasonable efforts 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 or the Sellers’ Representative, any extensions thereof) of the respective taxable periods. Each party shall allow the other parties reasonable access to review and copy the Tax Returns and other materials related to audits, litigation or proceedings described in this paragraph, upon reasonable advance notice, and shall 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 allow such other party to allow the other Party to take, take possession of or copy such books and records. In connection with . (b) Any party who receives, or whose Affiliate receives, any notice of a pending or threatened Tax audit, litigation assessment or other proceeding adjustment against or with respect to Taxes related the Company that may give rise to a right to indemnification under this Agreement or affect the Tax liabilities of the Seller shall promptly notify the other parties within ten (10) Business Days after receipt of such notice; provided that failure to give such notice promptly will not relieve any party to whom notice is to be given of its indemnification obligations under this Agreement, except to the Acquired Assets extent, if any, that such party has actually been prejudiced thereby. The Purchaser and the Seller each agree to consult with and to keep the other informed on a regular basis regarding the status of any Tax proceeding to the extent that such proceeding could affect a liability of any of the parties (including indemnity obligations hereunder). The Seller may conduct any Tax proceeding pertaining to either Indemnified Taxes or Taxes that potentially affect the Propane Group Entities Tax liabilities of the Sellers through counsel of Seller’s choice, but reasonably satisfactory to the Purchaser, at the Sellers’ expense. The Sellers may control the disposition of any issue involved in such proceeding; provided that the Sellers will not compromise any such proceeding without the consent of the Purchaser, not to be unreasonably withheld, conditioned or delayed, and the Purchaser may participate in such proceeding at its own expense. Both the Purchaser and the Sellers may represent their own interests in light of their responsibilities (including indemnity obligations) for related Taxes, at their own expense, in any proceeding (i) involving a taxable periods beginning period of the Company that includes but does not end on the Closing Date, (ii) involving both a taxable period of the Company ending on or before the Contribution Closing Date and a taxable period ending after the Closing Date (provided that the parties shall cooperate in order to attempt to cause any proceeding for Taxable periods before and after the Closing Date to be conducted in separate proceedings), or (iii) pertaining to Indemnified Taxes or potentially affecting the Tax liabilities of the Sellers, and also potentially affecting other Tax liabilities of a Purchaser Indemnitee for any taxable period beginning on or prior to the Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt no such proceeding may be settled or compromised 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 Sellers or the Propane Group Entities for periods beginning on or before Purchaser without the Contribution Closing Date, including any settlement or compromise thereof; provided, however, Acquirer shall keep consent of both the Contributor Parties reasonably informed of Sellers and 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 theretoPurchaser, which shall consent will not be unreasonably withheld, conditioned or delayed. With Except to the extent otherwise provided in this Section 10.02(b), the provisions of Section 8.04(b) will control the conduct of any Tax proceeding involving the Company with respect to which any indemnity obligation may reasonably expected to result from an adverse outcome in such proceeding. (c) Unless required by Law, or to be consistent with any Tax proceeding resolved pursuant to Section 10.02(b), the Purchaser shall not, and shall cause its Affiliates to not, with respect to any such auditPre-Closing Tax Period (i) amend a Tax Return previously filed by the Company, litigation (ii) file or other proceedings with respect to Taxes for amend any Tax election affecting the Company, (iii) file or cause the filing of a Tax Return of the Company after the due date (including extensions) thereof, (iv) file any Tax Return of the Company in a jurisdiction in which the Contributor Parties may be required Company did not previously file a Tax Return, or (v) consent to indemnify Acquirer pursuant to Section 8.1(c), the Contributor Parties shall be entitled, at the expense extension of the Contributor Parties, to attend and participate in all conferences, meetings and proceedings statute of limitations relating to such the Tax claim and may control and assume liability of the defense Company, in each case without the consent of such Tax claim in accordance with and subject the Sellers’ Representative (not 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 delayed or delayedconditioned). The Purchaser shall, upon reasonable request by the Sellers’ Representative, and at the Sellers’ expense, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return with respect to the Company for any Pre-Closing Tax Period, provided that such amended Tax Return does not create any Tax liability for the Company that would not be an Indemnified Tax. (iid) Acquirer and Contributor Parties further agree, upon Upon request, the Purchaser and the Sellers’ Representative will use, and will cause their Affiliates to use their use, commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result on the Company, the Sellers or the Purchaser (including, but not limited to, with respect to the Contemplated Transactions). (e) Each of the transactions contemplated hereby or for any taxable period beginning on or before Purchaser and the Contribution Closing DateSellers will provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

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 Agreementobtain any such certificate and from any failure by Seller or any of its Affiliates to pay any provincial sales Tax. (b) Notwithstanding anything to the contrary herein, except to the extent solely relating to the Transferred Subsidiaries, the Acquired Transferred 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 Assumed Liabilities, Seller 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 its Affiliates shall not be unreasonably withheldrequired at any time to provide to Parent any right to access or to review any Tax Return or Tax work papers of Seller, conditioned any Seller Group, or delayed. With respect to any Affiliate of Seller (such audit, litigation Tax Returns or other proceedings with respect to Taxes for which the Contributor Parties may be required to indemnify Acquirer pursuant to Section 8.1(c)Tax work papers, 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 “Seller 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(cRecords”); 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. (ii) Acquirer and Contributor Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Date.

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. (iib) Acquirer and Contributor The Parties further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of on Seller or Buyer (including with respect to the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Datehereby).

Cooperation on Tax Matters. (a) Notwithstanding anything to the contrary in Section 7.1 or 7.5, Buyer and Seller shall, and shall cause their respective Affiliates to, (i) Acquirer furnish, or cause to be furnished, to each other, upon request and in a timely manner, such documents (including any duly executed powers of attorney and other documents necessary to enable the parties to file Tax Returns, or cause Tax Returns to be filed, in the manner provided in Section 9.8), information (including access to the relevant portions of books and records) and assistance relating to the Transferred Assets, the Assumed Liabilities, the Business, the Transferred Equity Interests and the Contributor Parties shall Transferred Entities, in each case as is reasonably necessary for the filing of any Tax Return or the conduct of any Tax Contest or review by a third-party auditor, (ii) cooperate fullyreasonably with one another in applying for and obtaining available Tax refunds, credits and offsets and (iii) keep confidential any information obtained under this Section 9.2 or Section 10.8(a), except as and to the extent reasonably requested by the other Party, may be otherwise necessary in connection with the filing of Tax Returns or the conduct of a Tax Contest or review by a third-party auditor. Prior to and until two years following the Closing, Seller shall provide Buyer with such information, assistance and cooperation as is reasonably requested by Buyer in connection with any discussions with, or tax rulings requested from, any Swiss taxing authority relating to any Transferred Entity acquired from a Selling Corporation; provided that Buyer reimburses Seller for all reasonable out-of-pocket costs and expenses incurred in connection therewith (including fees of outside advisors). (b) Notwithstanding anything to the contrary in Section 7.1 or 7.5, each of Seller and Buyer shall, and shall cause its Affiliates to, (i) retain all of its Tax and accounting books and records (including all computerized books and records, and any auditsuch information stored on any other form of media) relevant to Taxes, litigation for any Tax period that includes the Closing Date and for all prior Tax periods, of the Transferred Entities or other proceeding related to the Transferred Assets, the Assumed Liabilities, the Business or the Transferred Equity Interests, in each case until the applicable period for assessment under applicable Law (giving effect to any and all extensions or waivers) has expired and (ii) abide by all record retention agreements entered into with any Taxing Authority 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 any of the relevant statute of limitations and materials described in clause (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(ci), 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. (c) Subject to Section 9.3, Seller and Buyer shall each (i) execute and deliver, and cause its Affiliates to execute and deliver, as appropriate, all instruments and certificates reasonably necessary to enable the other party to comply with any filing requirements relating to Transfer Taxes and VAT and (ii) Acquirer and Contributor Parties further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate applicable exemption certificates for sales Tax and to avail itself of any applicable exemptions from, or other document from reductions of, any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing DateTransfer Taxes and VAT under applicable Law.

Cooperation on Tax Matters. (ia) Acquirer The Buyer, on the one hand, and the Contributor Parties Securityholder Representative and each Unitholder on the other, 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 pursuant to this Section 5.4 and any audit, litigation audit 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 (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 and making employees 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 each of the Company and its Subsidiaries, on the one hand, and each Unitholder and the Securityholder Representative (to the destruction or discarding of any extent in its possession), on the other hand, agree to 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 or before the Contribution Closing Date, each Party shall give Date for a period of seven (7) years and to abide by all record retention agreements entered into with any Taxing Authority; provided that 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 Buyer may dispose of such books and records. In connection with any auditrecords that are offered in writing to, litigation but not accepted by, Securityholder Representative. (b) The Buyer and each of the Company and its Subsidiaries, on the one hand, and the Securityholder Representative, on the other hand, agree that they will provide prompt and detailed written notice to the other upon obtaining Knowledge of a pending income or other proceeding material Tax audit or Taxing Authority’s inquiry with respect to the Company or any of its Subsidiaries that relates to a period for which the other has liability for Taxes related to of the Acquired Assets or Company and its Subsidiaries hereunder. The Securityholder Representative shall control 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 defense of any inquiries, claims, assessments, audits, such audit or similar events. Except as provided below, Acquirer shall inquiry relating to any such period for which the Securityholders have sole control liability for Taxes 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 thereofCompany and its Subsidiaries hereunder; provided, however, Acquirer that the Buyer and its counsel (at the Buyer’s expense) shall keep be entitled to participate in (but not control the Contributor Parties reasonably informed of conduct of) the progress defense of any such audit, litigation audit 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, inquiry 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 delayedSecurityholder Representative controls. (iic) Acquirer and Contributor Parties The Buyer further agreeagrees, upon request, to use their its commercially reasonable best efforts to obtain any certificate or other document from any Governmental Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed as a result of (including with respect to the transactions contemplated hereby or for any taxable period beginning on or before the Contribution Closing Dateby this Agreement).

Cooperation on Tax Matters. (i) Acquirer and the Contributor Parties The parties shall cooperate fully, as and shall cause their respective affiliates and their respective directors, officers, employees, agents, accountants and other representatives reasonably cooperate to the extent reasonably requested by the other Partyparty, in preparing and filing all Tax Returns and in resolving all Tax Proceedings, Stock Purchase Agreement page 12 of 30 including maintaining and making available to each other all records necessary in connection with Taxes of the filing of Tax Returns Company and any auditTaxes relating to the assets or liabilities of the Company. Notwithstanding anything to the contrary in this Agreement, litigation or to the extent that the Company and/or the Seller has such books and records in its possession on-site at the Company as of the Closing Date, the Company shall retain in its possession, and shall provide the Seller access to (including the right to make copies of), such supporting books and records and any other proceeding materials that the Seller may request with respect to matters relating to Taxes for any period ending on or before or including the Closing Date, shall promptly furnish to Seller copies of all correspondence received from any Governmental Authority in connection with any Tax Proceeding, and shall execute or cause to be executed powers of attorney or other necessary documents in order for Seller to exercise its control over any Tax Proceeding controlled by Seller pursuant to Section 10.3. the Company shall respond promptly, and in any event no later than thirty (30) days after the receipt of a request from the Seller for Tax-related information (including requests for information relating to an information document request or similar request by any Governmental Authority) pertaining to the transactions pursuant Company for any matters relating to this AgreementTaxes for any period ending on or before or including the Closing Date. To the extent that the Company and/or the Seller has such books and records in its possession on-site at the Company as of the Closing Date, the Acquired Assets or the Propane Group Entities. Such cooperation shall include the retention until the later of Company agrees (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 Assets or the Propane Group Entities Company relating to any taxable Tax period beginning ending on or before or including the Contribution Closing DateDate until the expiration of the applicable statute of limitations (and, each Party shall to the extent notified by the Seller, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Authority and (ii) to give the other Party Seller reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party Seller so requests, the Company shall itself allow, or cause the Propane Group Entities to allow the other Party Seller to take, take possession of such books and recordsrecords at such the Seller's expense. In connection with any audit, litigation or other proceeding with respect to Taxes related to The Company and 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. (ii) Acquirer and Contributor Parties Seller further agree, upon request, to use their commercially reasonable best efforts to obtain any certificate or other document from any Governmental Authority or any other Person person as may be necessary to mitigate, reduce reduce, or eliminate any Tax that could be imposed as a result of (including with respect to the transactions contemplated hereby or hereby). The Company shall cooperate with Seller in all matters that affect the determination of Tax liability for the Company for tax any taxable period beginning ending on or before or including the Contribution Closing DateDate and for which information from the Company is required to effect the foregoing.